Common use of Defaults Clause in Contracts

Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Lessee: (a) The vacating or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee to make any payment of rent of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. 8.1 The occurrence of any one or more of the following events which continues beyond the expiration of the applicable notice and cure period under this Agreement shall constitute a material an event of default and breach of by FCAR under this Lease by LesseeAgreement: (a) The vacating or abandonment Failure to comply with any of the Premises by Lessee for three (3) consecutive monthsmaterial terms and conditions of this Agreement within the times herein specified. (b) The failure by Lessee FCAR shall: (i) become insolvent; or (ii) admit in writing its inability to pay debts as they mature; or (iii) make a general assignment for the benefit of creditors or to an agent authorized to liquidate any payment such amount of rent its property; or (iv) be adjudicated bankrupt; or (v) be in violation of any other payment required to be made by Lessee hereunderapplicable building codes, as electrical codes, plumbing codes, property maintenance codes, sign regulations, and when due after three (3) days’ notice having been given by Lessor to Lesseezoning codes without variance therefrom. (c) The failure by Lessee Upon an occurrence of default as set forth in Subsection 8.1 (a) and (b)(v), the City shall provide written notice to observe or perform any FCAR specifying the default. Upon receipt of the covenantsnotice of default, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure FCAR shall continue for a period of have thirty (30) days after written receipt of the notice hereof from Lessor of default to Lessee; providedcure the default, howeverif it can be reasonably cured within thirty (30) days, that or FCAR must begin curing the default and complete curing the default within a reasonable time thereafter if the nature of Lessee’s default cannot be cured within thirty (30) days. (d) If a default is not cured within the time periods provided herein, the City may terminate this Agreement, and in that event, the City shall be relieved of any further obligations arising pursuant to this Agreement, and FCAR shall be released from its obligations arising out of this Agreement and the City’s sole remedy following such that more than termination shall be recovery from FCAR for any accrued or other payment(s) which may have been made to FCAR hereunder between the date of default and the date of termination of this Agreement and any sum for which the City may be entitled to reimbursements from FCAR under the terms of this Agreement. (e) Upon an event of default by FCAR as hereinabove set forth, any monies due or becoming due under this Agreement shall be reserved and held by the City until such time as the default is cured. If the alleged default can be cured by the payment or expenditure of money, FCAR may post a letter of credit or other collateral reasonably acceptable to the City Attorney and with a reputable financial institution, until the matter can be resolved, and the City shall continue to make payments to FCAR as set forth herein. If the default is not cured within the time set forth above, and this Agreement is terminated by the City, all money held by the City as provided herein may be retained by the City and used to cure the default, and any monies remaining after said cure shall be returned by the City to FCAR. 8.2 The City shall be considered to be in default if it shall fail to make complete and timely payments to FCAR on the terms provided herein or fail to comply with any other material term or provision of this Agreement. If such an event of default occurs, FCAR shall notify the City of the default in writing and allow thirty (30) days are reasonably required for its cure, then Lessee the City to cure the default. The City’s failure to cure the default within the time period specified shall permit FCAR to terminate this Agreement. FCAR shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period have waived its right to recover the Tax Rebates and thereafter diligently pursues such cure credits to completionwhich it is entitled under this Agreement and to seek the remedies of specific performance, costs, expenses and attorneys’ fees and the payment of unpaid Tax Rebates. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of 8.3 Any lawfully disputed amounts pursuant to this Section 8 shall be deposited in an escrow with a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession third party pending resolution of the Premises within fifteen (15) days after dispute. The third party shall be agreed upon by the commencement of the term of this LeaseCity and FCAR. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach an "Event of this Lease by LesseeDefault": (a) The vacating Borrower shall fail to pay any interest with respect to the Revolving Notes or abandonment of the Premises by Lessee for three (3) consecutive monthsTerm Notes or any Commitment Fee in accordance with the terms hereof within 10 days after such payment is due. (b) The failure by Lessee Borrower shall fail to make pay any payment of rent of any other payment required principal with respect to be made by Lessee hereunder, as and the Revolving Notes or the Term Notes in accordance with the terms thereof on the date when due after three (3) days’ notice having been given by Lessor to Lesseedue. (c) The failure Any representation or warranty made by Lessee the Borrower herein or hereunder or in any certificate or other document furnished by the Borrower hereunder shall prove to observe have been incorrect when made (or perform deemed made) in any respect that is materially adverse to the interests of the covenants, conditions Lenders or provisions of this Lease to be observed or performed by Lessee, other than described their rights and remedies hereunder. (d) Except as specified in paragraph (a) and (b) above, where the Borrower shall default in the performance of, or breach, any covenant of the Borrower with respect to this Agreement, and such failure default or breach shall continue for a period of thirty (30) days after there has been given, by registered or certified mail, to the Borrower by the Agent a written notice hereof from Lessor specifying such default or breach and requiring it to Lesseebe remedied. (e) An event of default as defined in any mortgage, indenture, agreement or instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness of the Borrower in a principal amount not less than $75,000,000, shall have occurred and shall result in such Indebtedness becoming or being declared due and payable prior to the date on which it otherwise would become due and payable, or an event of default or a termination event as defined in any Hedge Agreement shall have occurred and shall result in a net payment obligation of the Borrower thereunder of not less than $75,000,000; provided, however, that if such event of default shall be remedied or cured by the nature Borrower, or waived by the holders of Lessee’s such Indebtedness, within twenty days after the Borrower has received written notice of such event of default is such that more than thirty (30) days are reasonably required for its cureand acceleration, then Lessee the Event of Default hereunder by reason thereof shall not be deemed likewise to be in default if Lessee commenced such cure within said thirty (30) day period have thereupon been remedied, cured or waived without further action upon the part of either the Borrower or the Agent and thereafter diligently pursues such cure to completionLenders. (f) Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) The making by Lessee relief against the Borrower or the Broker Subsidiary, or against all or a substantial part of the property of either of them, under Title 11 of the United States Code or any general assignment other federal, state or general arrangement for the benefit of creditors; foreign bankruptcy, insolvency, reorganization or similar law, (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee receiver, liquidator, assignee, custodian, trustee, sequestrator or receiver to take possession similar official for the Borrower or the Broker Subsidiary or for all or a substantial part of substantially all the property of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any either of them, was materially false. or (fiii) The removal by Lessee the winding-up or liquidation of substantially all of Lessee’s furniture from the Premises Borrower or the Broker Subsidiary; and, in any such case, such involuntary proceeding or involuntary petition shall continue undismissed for three (3) consecutive months60 days, or, before such 60-day period has elapsed, there shall be entered an order or decree ordering the relief requested in such involuntary proceeding or involuntary petition. (g) The failure Borrower or the Broker Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under such law, or shall consent to the appointment of or taking possession by Lessee to move into a receiver, liquidator, assignee, custodian, trustee, sequestrator (or take possession similar official) of the Premises within fifteen (15) days after Borrower or Broker Subsidiary or for any substantial part of its respective properties, or shall make any general assignment for the commencement benefit of creditors, or shall fail generally to pay its respective debts as they become due or shall take any corporate action in furtherance of any of the term of this Leaseforegoing. (h) DeletedA final judgment or judgments for the payment of money in excess of $75,000,000 in the aggregate shall be entered against the Borrower by a court or courts of competent jurisdiction, and the same shall not be discharged (or provisions shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Borrower shall not, within said period of 30 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal. (i) Deleted. At any time after a Change in Control, the Borrower fails to maintain at least one of the following credit ratings for its Senior Medium-Term Notes, Series A: (ja) Any default BBB- (or better) by Lessee with respect to any other lease between (i) Lessor and LesseeStandard & Poor's Ratings Service, a Division of The McGraw-Hill Companies, Inc., or (iib) any parent company Baa3 (or subsidiary company or affiliate or agent of Lessor and Lessee. (kbetter) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.Moody'▇ ▇▇▇▇▇▇▇▇s Service, Inc.

Defaults. The occurrence of Time is the essence hereof, and it shall be deemed a default if Tenant shall violate or breach or fail to keep or perform any one covenant, agreement term or more of the following events shall constitute a material default and breach condition of this Lease by Lessee: (a) The vacating or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee including without limitation Tenant's obligation to make any payment of rent of any other payment required to be made by Lessee hereunderand all payments due under this Lease, whether or not such payments are defined as Rent or Additional Rent, and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe if such default or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure violation shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee or shall not be deemed remedied within at least ten (10) days (or, if no default in the Rent, Additional Rent or any other payments due hereunder Is involved, within twenty (20) days) after notice in writing thereof is given by Landlord to Tenant, specifying the matter claimed to be in default if Lessee commenced In default, Landlord, at its option, may Immediately declare this Lease terminated, and all Tenant's rights hereunder shall be terminated. Landlord may re-enter the Premises using such cure within said thirty (30) day period force as may be reasonably necessary, and thereafter diligently pursues repossess itself thereof, as of its former estate, and remove all persons and property from the Premises. Notwithstanding any such cure to completion. (i) The making by Lessee re-entry, the liability of any general assignment or general arrangement Tenant for the benefit full Rent, Additional Rent and other payments provided for herein shall not be extinguished for the balance of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession and Tenant shall make good to Landlord any deficiency arising from such re-letting of the Premises, plus the costs and expenses of renovating, altering and reletting the Premises, and including attorney's and/or broker's fees incident to Landlord's re-entry or reletting. Tenant shall pay any such deficiency each month as the amount thereof is not restored ascertained by Landlord or, at Landlord's option, Landlord may recover, in addition to Lessee within ninety (90) days; or (iv) any other sums, the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located amount at the Premises or time of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from judgment the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement balance of the term after judgment exceeds the amount thereof which Tenant proves could be reasonably avoided, discounted at the rate of seven percent (7%). In reletting the Premises, Landlord may grant Rent concessions and Tenant shall not be credited therefore. Nothing herein shall be deemed to affect the right of Landlord to recover for indemnification under Section 16 herein arising prior to the termination of this Lease. (h) Deleted. (i) Deleted. (j) Any . In addition to the remedies for Tenant default by Lessee with respect to provided herein, Landlord shall have any and all other lease between (i) Lessor and Lessee, rights at law or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted equity in the Premisesevent of Tenant's default.

Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Lessee: (a) The vacating or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee to make any payment of rent of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. If: (i) The making by Lessee Tenant fails to pay any installment of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution Base Rent or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lesseecharges hereunder when due, or (ii) Tenant fails to perform any parent company other covenant, term, agreement or subsidiary company condition of this Lease, or affiliate (iii) a Financial Distress Default occurs, then, if the default is not cured within the cure periods set forth below, Landlord may, immediately or agent of Lessor and Lessee. (k) The assignment at any time thereafter, elect to terminate this Lease by notice, by lawful entry or other transfer by Lessee of substantially all otherwise, whereupon Landlord shall be entitled to recover possession of the assets used Premises from Tenant and those claiming through or under Tenant. Tenant shall have 5 days after notice of monetary default to cure the default. Tenant shall have 20 days after notice of a non-monetary default to cure the default; provided that if the default cannot be cured within 20 days, then Tenant shall be granted such additional time to cure the default as is reasonably necessary if Tenant commences the cure within the 20-day period and diligently pursues the cure to completion. Termination of this Lease and any repossession shall be without prejudice to any remedies Landlord has for arrears of rent or for a prior breach of any of the provisions of this Lease. In case of such termination, Tenant shall indemnify Landlord against all costs and expenses including the amounts due under Section 15.2 and loss of rent. If Tenant fails to perform any of Tenant's covenants which Tenant has failed to perform at least twice previously in connection with any 12-month period (although Tenant shall have cured any such previous breaches after notice from Landlord, and within the business conducted in the Premisesnotice period), then Landlord may thereafter, without further notice, exercise any remedies permitted by this Section 15 or by law, including but not limited to termination of this Lease.

Defaults. The occurrence Except as otherwise expressly provided in this Agreement, if either Member defaults in the performance of any one or more its obligations under this Agreement, the other Member shall provide notice of the following events shall constitute a material such default and breach of this Lease by Lessee: (a) The vacating or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee to make any payment of rent of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure allegedly defaulting Member shall continue for have a period of thirty fifteen (3015) days after written notice hereof from Lessor to Lessee; providedcure the default (but if the nature of the default is such that it cannot reasonably be cured within such fifteen (15) day period, then the allegedly defaulting Member shall have an additional reasonable amount of time, not to exceed another sixty (60) days, to cure the default if it commences the cure within the fifteen (15) day period and diligently pursues same to completion. Provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its curecannot be cured, then Lessee no cure period shall be required. Provided, further, that this provision shall not be deemed apply to be a default in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making required Capital Contributions or loans under Article 4 or Article 6, as the provisions of Article 4 or Article 6 control under those circumstances. Any material breach by Lessee a Member of any general assignment of its material representations or general arrangement for warranties under this Agreement shall be a default (but subject to notice and cure as provided herein, to the benefit extent applicable). With respect to any representation, warranty or covenant of creditors; (ii) the filing by HF or against Lessee of a petition any HF Affiliate to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lesseeconvey HF’s interest in the Property (as tenant under the Master Lease) to the Company free and clear of monetary liens and encumbrances, if such representation, warranty or covenant is untrue on the Effective Date, HF shall nevertheless have the right to cure such default up until the date that HF is obligated to convey fee title to the Property to the Company. In addition to other possible defaults under this LeaseAgreement, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days.following shall constitute defaults hereunder: (ea) The discovery If the HF Affiliate who has executed the assignment of contracts to the Company pursuant to Section 6.4 fails to honor its indemnification obligations thereunder, it shall be a default by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations HF hereunder, and any of them, was materially false.; or (fb) The removal If HF fails to transfer prepaid rent and operating expenses which it received from Skechers Parent under the Lease to the Company by Lessee the time provided in the Assignment of substantially all of Lessee’s furniture from the Premises for three Lease (3) consecutive months.Exhibit “M”), it shall be a default by HF hereunder; or (gc) The failure If Skechers Parent fails to pay the base rent differential to the Company by Lessee to move into or take possession of the Premises within fifteen time required under the Second Lease Amendment (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any Exhibit “I”), it shall be a default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and LesseeSkechers hereunder. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. All covenants and agreements to be kept or performed by Tenant under this Lease shall be performed by Tenant at Tenant’s sole cost and expense and without any reduction of Rent. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by LesseeTenant: (a) The vacating or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The 19.1.1 Any failure by Lessee Tenant to make pay any payment of rent of Rent or any other payment charge required to be made by Lessee hereunderpaid under this Lease, as and or any part thereof, when due after three (3) days’ notice having been given by Lessor to Lessee.due; or (c) The 19.1.2 Any failure by Lessee Tenant to observe or perform any of the covenantsother provision, conditions covenant or provisions condition of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, Tenant where such failure shall continue continues for a period of thirty twenty (3020) days after written notice hereof thereof from Lessor Landlord to LesseeTenant; provided, provided however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 or any similar or successor law; and provided further that if the nature of Lessee’s such default is such that more than thirty the same cannot reasonably be cured within a twenty (3020) days are reasonably required for its cureday period, then Lessee Tenant shall not be deemed to be in default if Lessee commenced it diligently commences such cure within said thirty (30) day such period and thereafter diligently pursues such proceeds to rectify and cure to completion.said default, as soon as possible; or (i) The making 19.1.3 Abandonment or vacation of the Premises by Lessee Tenant during which Tenant does not maintain the Premises as required by the terms of any this Lease; or 19.1.4 To the extent permitted by law, a general assignment by Tenant or general arrangement any guarantor of the Lease for the benefit of creditors; (ii) , or the filing by or against Lessee Tenant or any guarantor of a petition to have Lessee adjudged a bankrupt any proceeding under an insolvency or a petition for reorganization or arrangement under any law relating to bankruptcy (unlesslaw, unless in the case of a petition proceeding filed against Lessee, Tenant or any guarantor the same is dismissed within ninety sixty (9060) days); (iii) , or the appointment of a trustee or receiver to take possession of all or substantially all of Lesseethe assets of Tenant or any guarantor, unless possession is restored to Tenant or such guarantor within thirty (30) days, or any execution or other judicially authorized seizure of all or substantially all of Tenant’s assets located at upon the Premises or of LesseeTenant’s interest in this Lease, where possession unless such seizure is not restored to Lessee discharged within ninety thirty (9030) days; or 19.1.5 The hypothecation or (iv) the attachment, execution assignment of this Lease or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession subletting of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and LesseePremises, or (ii) any parent company or subsidiary company or affiliate or agent attempts at such actions, in violation of Lessor and LesseeArticle 14 hereof. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. (a) In case of the non-payment of rent or additional rent which continues for five (5) Business Days after written notice of same, or in case the said Premises are deserted, or vacated, the Landlord shall have the right to enter the same by operation of law and remove Tenant from premises. (b) If either party believes the other has defaulted hereunder other than with regard to a matter described in this Section 25(a) hereof, that party may give written notice to the other of such default and request that party within ten (10) days to assess and pursue with reasonable diligence all steps necessary to remedy the same, subject to delays by reason of Force Majeure. (c) The occurrence Landlord shall have the right after the (i) non-payment of rent within the applicable time period provided for herein or (ii) if after the action under Subsection (b) hereof there remains a default, to re-enter and take possession of the Premises without further formal notice if the default has not been corrected within said applicable time period (provided that if the Tenant has commenced to repair the Premises within said applicable time period as to non-monetary defaults and proceeds, with due diligence to complete same, it shall not constitute a default), and it is further agreed that notwithstanding such re-entry, the Tenant shall remain liable for all rent and other damages including, but not limited to, the cost to repair, restore, renovate, or decorate the Premises for a new tenant, reasonable attorney’s fees, real estate commissions, and the cost of any legal actions brought against Tenant and losses as of the date of re-entry, and shall further be liable, at the option of the Landlord, for the amount of rent reserved under the Lease for the balance of the term, less any amount of rent received by the Landlord during such period from others to whom the Premises may be rented on such terms and conditions and at such rentals as Landlord, in its reasonable discretion, shall deem proper, all of which shall be at the risk and expense of the Tenant. In addition, Landlord, at its option, shall have the right to repossess the Premises and terminate this Lease. (d) In the event Landlord terminates this Lease, the Landlord may, without further notice, re-enter the Premises and dispossess Tenant, the legal representatives of Tenant, or other occupant of the Premises, and remove their effects and hold the Premises as if this Lease has not been made. The Landlord shall also be entitled to the benefit of all provisions of law for the recovery of land and tenements held over by Tenant in Baltimore City, Maryland, including the benefit of any public, general or local laws relating to the speedy recovery of possession of lands and tenements held over by lessees in said City in which the Premises are located, or that may hereafter be enacted. (e) It is expressly agreed and understood that the exercise of any one or more of the following events said rights shall constitute not be construed as a material default and breach of this Lease by Lessee: (a) The vacating or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee to make any payment of rent waiver of any other payment required to be made by Lessee hereunderrights, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, it being understood that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) dayssaid rights shall be cumulative and may be exercised simultaneously. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence A. If Sellers shall tender the Deeds in compliance with the Sellers' obligations hereunder, and Buyer shall fail or refuse to close title hereunder as required by the terms of this Agreement, then the Escrow Agent shall deliver the Deposit to Sellers (pro rata in proportion to the allocation of the Purchase Price set forth in Paragraph 2(C)), and the Sellers shall be entitled to retain the Deposit, free of any one claim thereto of Buyer, as liquidated damages, as their sole and exclusive remedy hereunder, and neither party shall have any further rights or more obligations to the other hereunder (other than those obligations which expressly survive the closing or termination hereof). In connection with the foregoing, the parties recognize that Sellers will incur expense in connection with the transaction contemplated by this Agreement and that the Property will be removed from the market; further, that it is extremely difficult and impracticable to ascertain the extent of detriment to Sellers caused by the breach by Buyer under this Agreement and the failure of the following events consummation of the transaction contemplated by this Agreement or the amount of compensation Sellers should receive as a result of Buyer's breach or default. In the event the sale of the Property shall constitute a material not be consummated on account of Buyer's default, then the retention of the Deposit shall be Sellers' sole and exclusive remedy under this Agreement by reason of such default. B. If the transaction herein provided shall not be closed by reason of Sellers' default and breach under this Agreement or the failure to satisfy the conditions set forth in this Agreement or the termination of this Lease by Lessee: (a) The vacating Agreement in accordance with the terms hereof, then the Deposit shall be returned to Buyer, and neither party shall have any further obligation or abandonment of liability to the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee to make any payment of rent of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lesseeother; provided, however, that if the nature transaction hereunder shall fail to close solely by reason of Lessee’s a material or wilful default is such that more than thirty (30) days are reasonably required for by Sellers, Buyer shall have fully performed its cureobligations hereunder and shall be ready, willing and able to close, then Lessee Buyer shall be entitled to specifically enforce this Agreement; and provided further however, if Sellers shall willfully take actions so as to attempt to prevent the availability of a specific performance to Buyer, then Buyer shall, at its option, in lieu of specific performance, be entitled to a return of the Deposit and reimbursement of its actual out-of-pocket costs paid to third parties in connection with the transactions hereunder (such reimbursement not to exceed $50,000 in the aggregate). Except as set forth above, no other actions, for damages or otherwise, shall be permitted in connection with any default by Sellers. Notwithstanding anything to the contrary contained herein, if the closing of the transaction hereunder shall have occurred (and Buyer shall not have waived, relinquished or released any applicable rights in further limitation), the aggregate liability of Sellers arising to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Sellers under this Agreement (or any document executed or delivered in connection herewith) shall not exceed $2,000,000.00, which amount shall be maintained by Sellers in Sellers' names until November 15, 1998, at which time, if no claim has been asserted by Buyer against Sellers, Sellers may distribute such funds. If a claim has been timely made such funds (up to the amount that might be necessary to satisfy such claim) shall continue to be held by Sellers until resolution of the claim. C. The liability of Sellers hereunder for damages or otherwise shall be limited to Sellers' interest in the Property including, without limitation, the proceeds of any insurance policies covering or relating to the Property, any awards payable in connection with any condemnation of the Property or any part thereof, and any other rights, privileges, licenses, claims, causes of actions or other interests, sums or receivables appurtenant to the Property. Sellers shall have no personal liability beyond Sellers' interest in the Property, and no other property or assets of Sellers shall be subject to levy, execution or other enforcement procedure for the satisfaction of Buyer's claims. In no event shall Sellers' officers, partners, trustees, directors, agents, employees or shareholders have personal liability in connection with the transactions hereunder or otherwise. No constituent partner in or agent of Sellers, nor any advisor, trustee, director, officer, employee, beneficiary, shareholder, participant, representative or agent of any corporation or trust that is or becomes a constituent partner in Sellers (including, but not limited to, JMB Realty Corporation or London & Leeds Development Corporation or any affiliates thereof) shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to Sellers' interest in the Property for payment of any claim or for any performance, and Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability. Notwithstanding anything to the contrary contained in this Agreement, neither the negative capital account of any constituent partner in Sellers, nor any obligation of any constituent partner in Sellers to restore a negative capital account or to contribute capital to Sellers (or any constituent partner of Sellers), shall at any time be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee the property or an asset of Sellers or any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunderconstituent partner thereof, and neither Buyer nor any of themits successors or assigns shall have any right to collect, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into enforce or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee proceed against or with respect to any other lease between (i) Lessor and Lessee, such negative capital account or (ii) any parent company partner's obligation to restore or subsidiary company or affiliate or agent of Lessor and Lesseecontribute. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence If Lessee defaults in payment of rent, Lessee's share of Common Expenses, or in the performance of any one or more of the following events shall constitute a material default conditions or covenants of this lease, or if any bankruptcy, insolvency or similar proceeding is filed by or against the Lessee, or if Lessee abandons the Premises or ceases business operations therein for more than 15 days (unless in connection with restoration after casualty loss) Lessor lawfully may, in addition to any other remedies available in law or in equity, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises and repossess the same as of its former estate, and expel Lessee and those claiming through or under it and remove its or their effects (forcibly, if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears or rent or preceding breach of covenant, and upon entry as aforesaid this Lease shall terminate; and Lessee covenants and agrees, notwithstanding any entry or re-entry by Lessee: (a) The vacating Lessor whether by summary proceedings, termination or abandonment otherwise, to pay and be liable for, on the days originally fixed herein for the payment thereof, amounts equal to the several installments of rent and other charges reserved as would, under the terms o this Lease, become due if this Lease had not been terminated or if Lessor had not entered or re-entered as aforesaid, and whether the Premises be relet or remain vacant in whole or in part or for a period less than the exceeding amount of any deficiency then existing, or at the election of Lessor, Lessee will upon such termination pay to the Lessor as damages such a sum as at the time of such termination represents the difference between the then rental value of the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee to make any payment of rent of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any the remainder of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, said term and the rent and other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completionpayments named herein. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of any one or more Any of the following events shall constitute a material "Default" under this Sublease: A. Subtenant shall fail to pay any installment of Rent when the same shall be due and payable, and such failure shall continue for a period of ten (10) days after receipt by Subtenant of written notice thereof from Sublandlord; or B. If Subtenant shall fail to maintain the insurance coverage required by this Sublease or Subtenant shall fail to timely deliver a copy of any certificate of insurance required hereunder and such default and breach shall continue for a period of ten business (10) days after written notice is given by Sublandlord to Subtenant specifying such default; or default shall be made with respect to any assignment of this Lease by Lessee: (a) The vacating Sublease or abandonment subletting of the Demised Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee as provided in Article IX hereof; or default shall be made with respect to Subtenant's obligation to make any payment of rent of any other payment required certifications as provided in Article XVI hereof(such notice provided herein constituting a second notice in addition to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor that provided for in Article XVI); or C. Subtenant shall fail to Lessee. (c) The failure by Lessee to observe or perform any of the other covenants, conditions or provisions of this Lease and agreements herein contained on Subtenant's part to be observed or performed by Lessee, other than described in paragraph (b) above, where and such failure shall continue for a period of thirty (30) days after written receipt by Subtenant of notice hereof in writing from Lessor to Lessee; provided, however, that if Sublandlord specifying in detail the nature of Lessee’s default is such failure, except that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said the thirty (30) day period Subtenant commences and thereafter proceeds diligently pursues such cure to completionremedy the violation or failure within a reasonable period of time, Subtenant shall not be in default hereunder. (i) The making by Lessee of any general assignment D. Subtenant shall file a voluntary petition in bankruptcy or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged shall be adjudicated a bankrupt or a insolvent or shall file any petition for reorganization or arrangement answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any law relating future federal bankruptcy act or any other present or future applicable federal, state or other stature or law, or shall seek or consent to bankruptcy (unless, or acquiesce in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee any trustee, receiver or receiver to take possession liquidator of substantially all of Lessee’s assets located at the Premises Subtenant or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; all or (iv) the attachment, execution or other judicial seizure any substantial part of substantially all of Lessee’s assets located at the Premises its properties or of Lessee’s interest in this Lease, where such seizure is not discharged the Demised Premises; or E. If within ninety sixty (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (1560) days after the commencement of any proceeding against Subtenant seeking any reorganization, arrangement composition, readjustment, liquidation, dissolution or similar relief under the term present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, such proceeding shall not have been dismissed, or if, within sixty (60) days after the appointment, without the consent or acquiescence of this LeaseSubtenant of any trustee, receiver or liquidator of Subtenant, or of all or any substantial part of its properties or of the Demised Premises, such appointment shall not have been vacated or stayed on appeal or otherwise, or if, within sixty (60) days after the expiration of any such stay, such appointment shall not have been vacated. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) F. The assignment or other transfer by Lessee of substantially all abandonment of the assets used in connection with Demised Premises by Subtenant at any time following delivery of possession of the business conducted in the PremisesDemised Premises to Subtenant.

Defaults. The occurrence If Tenant: (i) fails to pay within five business (5) days of its due date any one installment or more of the following events shall constitute a material default and breach of this Lease by Lessee: (a) The vacating or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee to make any other payment of rent of Rent, or to keep in effect any other payment insurance required to be made by Lessee hereundermaintained; or (ii) vacates or abandons the Premises, as and when due after three or (3iii) days’ notice having been given by Lessor becomes insolvent, makes an assignment for the benefit of creditors, files a voluntary bankruptcy or an involuntary petition in bankruptcy is filed against Tenant which petition is not dismissed within sixty (60) days of its filing, or (iv) fails to Lessee. (c) The failure by Lessee to perform or observe or perform any of the other Ring Central, Inc. Lease 25 covenants, conditions or provisions of this Lease agreements contained herein on Tenant’s part to be observed kept or performed by Lessee, other than described in paragraph (b) above, where and such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lesseethereof given by or on behalf of Landlord; provided, howeverthat, that if such performance is of a nature so as to require more than 30 days to cure, Tenant shall not be in default hereunder if Tenant shall have commenced such cure within the 30-day period and thereafter diligently and continuously prosecutes same to completion, (v) if the nature interest of LesseeTenant shall be offered for sale or sold under execution or other legal process, or (vi) if Tenant makes any transfer, assignment, conveyance, sale, pledge, disposition of all or a substantial portion of Tenant’s default property, then any such event or conduct shall constitute a “default” hereunder. If Tenant shall file a voluntary petition pursuant to the United States Bankruptcy Reform Act of 1978, as the same may be from time to time be amended (the “Bankruptcy Code”), or take the benefit of any insolvency act or be dissolved, or if an involuntary petition be filed against Tenant pursuant to the Bankruptcy Code and said petition is such that more than not dismissed within thirty (30) days are reasonably required after such filing, or if a receiver shall be appointed for its cure, then Lessee shall business or its assets and the appointment of such receiver is not be deemed to be in default if Lessee commenced such cure vacated within said thirty (30) day period and thereafter diligently pursues days after such cure to completion. (i) The making by Lessee of any general appointment, or if it shall make an assignment or general arrangement for the benefit of its creditors; (ii) the filing by or against Lessee of a petition to , then Landlord shall have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted rights provided for in the Premisesevent of nonpayment of the Rent. If any alleged default on the part of the Landlord hereunder occurs, Tenant shall give written notice to Landlord in the manner herein set forth and shall afford Landlord a reasonable opportunity to cure any such default. In addition, Tenant shall send notice of such default by certified or registered mail, postage prepaid, to the holder of any Mortgage whose address Tenant has been notified of in writing, and shall afford such Mortgage holder a reasonable opportunity to cure any alleged default on Landlord’s behalf. In no event will Landlord be responsible for any damages incurred by Tenant, including but not limited to, lost profits or interruption of business as a result of any alleged default by Landlord hereunder.

Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Lessee: (a) The vacating Lessee shall be deemed to be in default hereunder if: (i) Lessee fails to pay the Rent due under the Real Estate Lease or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee to make any payment of rent of any other payment required to be made by Lessee hereunder, as and when charges due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of under this Lease to be observed on or performed by Lesseebefore the date on which the same are due, other than described in paragraph (b) above, where and such failure shall continue continues for a period of fifteen (15) days after written notice from Lessor or (ii) Lessee fails to perform or observe any other term or condition contained in this Lease within thirty (30) days after written notice hereof from Lessor specifying such default. In either of such events, Lessor may, immediately or at any time thereafter and upon written notice to Lessee; provided, howeveras Lessor's sole and exclusive remedy, that if terminate this Lease and repossess the nature Equipment, all without breach of Lessee’s default is such that more than the peace. (b) In the event Lessor fails to perform or observe any term or condition contained in this Lease or the Real Property Lease within thirty (30) days are reasonably required for its cureafter written notice from Lessee, then Lessee may but shall not be deemed obligated to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; cancel this Lease upon written notice to Lessor, (ii) take any action appropriate under the filing by or against Lessee of a petition circumstances to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement preserve its possession and rights under any law relating to bankruptcy (unlessthis Lease, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) perform any obligation or duty of the appointment of a trustee Lessor which the Lessor refuses or receiver neglects to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunderperform, and in any of themsuch event, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession may notify Lessor of the Premises cost and expense thereof in which event Lessor shall, upon demand, immediately reimburse Lessee for said cost and expense, and in the event Lessor fails to reimburse Lessee within fifteen (15) days after the commencement of the term demand therefore, Lessee shall be entitled to offset such amounts against future installments of this LeaseRent as the same become due under the Real Property Lease and/or (iv) pursue any other remedy available at law or in equity. (hc) DeletedIn the event the default of Lessor or Lessee cannot be cured within the grace periods provided in subparagraphs (a) or (b) above, such default shall be deemed to have been cured if the defaulting party shall have commenced compliance within such grace period, and continues to prosecute the same with due diligence. (id) Deleted. In the event either party, at any time prior to termination of this Lease institutes appropriate legal proceedings to contest the alleged default, then the effect of any notice of default provided under subparagraph (ja) Any default by Lessee with respect to above shall be stayed during the pendency of the legal proceeding and no termination shall occur nor may any other lease between rights or remedies be exercised in reliance upon or as a result of such notice, until such time as (i) a final, unappealable order, award or judgment is entered in favor of Lessor and Lessee, or (ii) any parent company Lessee has been granted thirty (30) days opportunity to cure the default, subject to the provisions of subparagraph (c) above, subsequent to the date of entry of such final order, award or subsidiary company or affiliate or agent of Lessor and Lesseejudgment. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The On and after the Effective Date, the occurrence of any one or more of the following events shall constitute constitutes a material default and breach of this Lease by Lessee(a “Default”) hereunder unless the Customer, in each instance, agrees to a written waiver or deferral thereof: 14.1 The Supplier repudiates or breaches any provision of any Purchase Order in any respect, and as a result of such repudiation or breach, there is (ai) The vacating an interruption or abandonment (ii) a substantial likelihood that the Customer’s production will be imminently interrupted, at any one or more of the Premises by Lessee for three Customer’s assembly plants world wide; provided, however, it will not be a Supply Default if the event causing such repudiation or breach is a Force Majeure Event (3) consecutive months.a “Supply Default”); 14.2 The Company materially breaches this Agreement or the Access Agreement, which breach is not cured within twenty (b) The failure by Lessee to make any payment of rent of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (3020) days after it receives written notice hereof from Lessor to Lesseethereof by the Customer; provided, however, that such cure period only shall be applicable if the nature of Lessee’s default is Company can reasonably cure such that more than thirty breach within such twenty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (3020) day period and thereafter diligently pursues such cure breach is not directly caused by a Force Majeure Event; 14.3 An “event of default” occurs under a New Financing Agreement, which “event of default” is neither cured, waived nor subject to completion. a forbearance agreement before the later to occur of (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (iia) the filing expiration or termination of the time frame prescribed by or against Lessee the applicable New Financing Agreement for curing such “event of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy default” (unlessif any), in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (ivb) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety forty-five (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (1545) days after the commencement occurrence of such “event of default” under the New Financing Agreement, and the Company does not provide assurances adequate to Customer, in Customer’s reasonable discretion, that the Company will continue to have uninterrupted financing available sufficient to continue manufacturing Component Parts and Service Parts and to otherwise satisfy its obligations under the Purchase Orders and this Agreement (and the CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS, HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. parties agree that a debtor-in-possession financing facility that in Customer’s reasonable discretion, provides uninterrupted financing sufficient to continue manufacturing Component Parts and Service Parts and to otherwise satisfy its obligations under the Purchase Orders and this Agreement shall constitute such a financing source); 14.4 An “event of default” occurs under a New Financing Agreement, which “event of default” is neither cured, waived nor subject to a forbearance agreement before the later to occur of (a) the expiration or termination of the term time frame prescribed by the applicable New Financing Agreement for curing such “event of default” under the New Financing Agreement (if any), or (b) forty-five (45) days after the occurrence of such “event of default” under the New Financing Agreement, and the Company requests any additional accommodations from Customer other than those provided herein. For clarity, an “additional accommodation” does not include resolution of customary commercial claims arising in the ordinary course of business but, for the avoidance of doubt, would include, without limitation, requests for price increases and changes to payment terms; 14.5 An “event of default” occurs under a New Financing Agreement, and the applicable New Lender discontinues funding the Company under the New Financing Agreement and the Company is unable to provide assurance adequate to Customer in Customer’s reasonable discretion that the Company will continue to have liquidity available sufficient to continue manufacturing Component Parts and Service Parts and to otherwise satisfy its obligations under the Purchase Orders and this Lease.Agreement (and the parties agree that a debtor-in-possession financing facility that in Customer’s reasonable discretion, provides uninterrupted financing sufficient to continue manufacturing Component Parts and Service Parts and to otherwise satisfy its obligations under the Purchase Orders and this Agreement shall constitute such liquidity); 14.6 A Chapter 7 petition under the Bankruptcy Code is filed by or against Supplier or if any Chapter 11 petition filed by or against Supplier is subsequently converted to Chapter 7 (h) Deleted.notwithstanding the foregoing, in the event of an involuntary Chapter 7 petition being filed against Supplier, a Default will not occur unless an Order for relief is entered in the Chapter 7 case without the case being converted to Chapter 11); or (i) Deleted. (j) Any default by Lessee 14.7 The applicable New Financing Agent in respect of the New Financing Agreements, on the New Lenders’ behalf, commences foreclosure or similar collection action with respect to any other lease between (i) Lessor and Lesseethe liens, security interests or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer mortgages granted by Lessee of substantially all of the assets used Company in connection with the business conducted New Financing CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS, HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Agreements in connection with either the PremisesOperating Assets or assets comprising a material portion of the Supplier’s assets, or a monetary default occurs under any of the Leases and such default is not waived or cured within any applicable cure period. Upon the occurrence of a Supply Default, the Customer may exercise any one or more of the remedies available to the Customer under an affected Purchase Order, this Agreement (including, for the avoidance of doubt, the Customer’s rights under Articles VI, VII and X herein and the Customer’s right to exercise the Right of Access as to the applicable Facility), applicable law or equity. Upon the occurrence of an event described in paragraphs 14.2, 14.3, 14.4, 14.5, 14.6 and 14.7 (collectively, a “Termination Default”), the Customer may, at its election, exercise any one or more of the following remedies (i) resource any one or more of the Component and/or Service Parts and exercise any one or more of the remedies available to the Customer under its Purchase Orders, this Agreement (including, for the avoidance of doubt, the Customer’s rights under Articles VI, VII and X herein), applicable law or equity, and/or (ii) exercise the Right of Access as to any one or more of the Facilities. For clarity, upon a Termination Default, (x) to the extent the Customer elects to continue to purchase such Component Parts from the Company (including any inventory bank), the Company will continue to manufacture and deliver to the Customer such parts in accordance with the pricing terms of this Agreement, and (y) the Customer shall be relieved of any obligations under Paragraph 3.2, 3.3, 3.6, 3.8 and Article IV of this Agreement. Notwithstanding the foregoing, but subject to Article XXXI below, each party shall be entitled to seek to enforce any right available to it under applicable law or equity as a result of a breach of any term hereof. The Company agrees to promptly provide the Customer with written notice of the occurrence of any event of default under the New Financing Agreements.

Defaults. 14.1 If Closing does not take place because of Buyer’s default the Deposit shall be retained by Seller as agreed upon liquidated damages as Seller’s sole remedy for such default, and thereupon this Agreement shall be null and void and of no further force or effect whatsoever (except that Buyer shall remain liable on its obligations under Sections 4.2 and 15.8). The occurrence parties hereto expressly agree that Seller’s actual damages in the event of a default by Buyer would be extremely difficult or impractical to ascertain and that the amount of the Deposit represents the parties’ reasonable estimate of such damages. 14.2 If Closing does not occur due to Seller’s willful default and refusal to close despite Buyer’s willingness to do so (such willingness includes waiver by Buyer of any one uncured title objection properly made by Buyer under Section 6.1 or more material breach of the following events shall constitute a material representation or warranty by Seller) (such willful default and breach of this Lease by Lessee: (a) The vacating or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee refusal being hereinafter referred to make any payment of rent of any other payment required to be made by Lessee hereunderas a “Seller Default”), then Buyer, as its sole and when due after three exclusive right and remedy as a result of such Seller Default, may elect to either (3i) days’ notice having been given cancel this Agreement, in which event the Deposit shall be returned to Buyer, Seller shall be liable for any title and survey costs, as well as environmental site assessment, appraisal and legal fees theretofore incurred by Lessor to Lessee. Buyer (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee however Seller shall not be deemed obligated to be in default if Lessee commenced such cure within said thirty reimburse Buyer more than Twenty-Five Thousand Dollars (30$25,000.00) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lesseeaggregate for such environmental site assessment, the same is dismissed within ninety (90) daysappraisal and legal fees); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and thereupon no party shall have any of them, was materially false. further right or obligation hereunder (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor except that Buyer shall remain liable on its obligations under Sections 4.2 and Lessee15.8), or (ii) Buyer may enforce specific performance of this Agreement without any parent company reduction or subsidiary company or affiliate or agent abatement of Lessor the Purchase Price, together with the right of Buyer to collect its reasonable attorney’s fees and Lesseecosts of suit, subject to the limitation on Landlord’s reimbursement of same described above. 14.3 Subject to the provisions of Article 14.1 and 14.2 above, if Closing should not occur for any reason whatsoever other than a default by Buyer or a Seller Default (kincluding without limitation by reason of a material breach of representation or warranty of Seller or an uncured title objection properly made by Buyer under Section 6.1, or a failure to deliver any tenant estoppel required hereunder) The assignment which Buyer is not willing to waive, then in such event this Agreement shall be and be deemed cancelled, the Deposit shall be returned to Buyer, and thereupon Buyer shall have no other right, by way of damages or otherwise, against Seller notwithstanding the existence of any failure or breach of representation, warranty, covenant, title, provision of estoppel or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the PremisesClosing condition (provided that Buyer will remain liable on its obligations under Sections 4.2 and 15.8).

Defaults. The occurrence of A. Tenant further agrees that any one or more of the following events shall constitute a material default and breach be considered an Event of this Lease by LesseeDefault as said term is used herein, that is to say, if: (ai) Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereinafter amended, or under the laws of any state, shall be entered, and such decree or judgment or order shall not have been relocated or stayed or set aside within sixty (60) days from the date of entry or granting thereof; or (ii) Tenant shall file or admit the jurisdiction of the court and the material allegations contained in any petition in bankruptcy laws as now or hereafter amended, or Tenant shall institute any proceedings or shall give its consent to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or (iii) Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or (iv) The vacating Premises are levied upon by any revenue officer or abandonment similar officer; or (v) A decree or order appointing a receiver of the Premises by Lessee for three property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (360) consecutive months.days from the date of entry or granting thereof; or (bvi) The failure by Lessee to make Tenant shall vacate the Premises or abandon the same for more than five (5) days during the Term hereof; or (vii) Tenant shall default in any monthly payment of rent Rental required to be paid by Tenant hereunder or in the payment of any other payment sums required to be made paid by Lessee hereunder, as and Tenant hereunder when due as herein provided and such default shall continue for ten (10) days after three (3) days’ notice having been given by Lessor thereof in writing to Lessee.Tenant; or (cviii) The failure by Lessee Tenant shall fail to observe contest the validity of any lien or perform claimed lien and give security to Landlord to insure payment thereof, or having commenced to contest same and having given such security, shall fail to prosecute such contest with diligence, or shall fail to have the same released and satisfy any judgment rendered thereon, and such default continues for fifteen (15) days after notice thereof in writing to Tenant; or (ix) Tenant shall default in keeping, observing or performing any of the covenants, conditions or provisions of this Lease other covenants and agreements herein contained to be kept, observed or and performed by LesseeTenant, other than described in paragraph (b) above, where and such failure default shall continue for a period of thirty (30) days after written notice hereof from Lessor thereof in writing to Lessee; provided, however, that if Tenant or in the nature case of Lessee’s a default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure susceptible of being cured with due diligence within said thirty (30) day period, the time within which to cure same shall be extended for such period and thereafter diligently pursues as may be necessary to cure same with due diligence; or (x) Tenant shall repeatedly be late in payment of Rent or other charges required to be paid hereunder or shall repeatedly default in keeping, observing or performing of any other covenants or agreements herein contained to be kept, observed or performed by Tenant (provided notice of such cure payment or other default shall have been given to completionTenant, but whether or not Tenant shall have timely cured any such payment or other defaults of which notice was given); or (xi) If Tenant is a corporation, the transfer of part or all of its shares or assets voluntarily or by operation of law so as to result in a change in the control of said corporation by the person or persons owning a majority of its said shares or assets; or (xii) Any matter described elsewhere in this Lease an Event of Default. B. In the case of an Event of Default by Tenant: (i) The making To the extent not inconsistent with any other terms and provisions hereunder, Landlord may terminate this Lease by Lessee giving to Tenant ten (10) day written notice of Landlord’s election to do so, in which event the Term of this lease shall end, and all right, title and interest of Tenant hereunder shall expire, on the date stated in such notice. To the extent that Tenant’s default threatens life or limb to any general assignment person, or general arrangement for materially endangers the benefit of creditors; Premises or Building, as determined by the Landlord, in Landlord’s sole discretion, no such notice shall be required; (ii) Landlord may terminate the filing right of Tenant to possession of the Premises without terminating this Lease by giving written notice to Tenant that Tenant’s right of possession shall end on the date stated on such notice, whereupon the right of Tenant to possession of the Premises or against Lessee any part thereof shall cease on the date stated in such notice; and (iii) Landlord may maintain Tenant’s right to possession and enforce the provisions of this Lease by a petition suit or suits in equity or at law for the enforcement of any other appropriate legal or equitable remedy, including without limitation injunctive relief, and for recovery of all moneys due or to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement become due from Tenant under any law relating to bankruptcy (unless, in of the provisions of this Lease. C. In the case of a petition filed against Lesseedefault by Landlord and failure to cure within the time provided herein, Tenant may terminate this Lease without further notice, in which event the same is dismissed within ninety term of this Lease shall end and all obligations of Tenant except as otherwise provided for herein shall cease on the date of such termination. D. If Landlord exercises any of the remedies provided for in subparagraphs (90i) days); and (iiiii) of the appointment of a trustee or receiver to take foregoing Section 20B, Tenant shall surrender possession of substantially and vacate the Premises and immediately deliver possession thereof to Landlord, and Landlord may re-enter and take complete and peaceful possession of the Premises, with or without process of law. E. If Landlord terminates the right of Tenant to possession of the Premises without terminating this Lease, such termination of possession shall not release Tenant, in whole or in part, from Tenant’s obligation to pay the Rent hereunder for the full Term, and the aggregate amount of the Rent (based on the latest applicable rate of Base Rent and the rate of the latest determined Additional Rent) for the period from the date stated in the notice terminating possession to the end of the Term shall be immediately due and payable by Tenant to Landlord, together with any other monies due hereunder, and Landlord shall have the right to immediate recovery of all such amounts. In addition, Landlord shall have right from time to time, to recover from Tenant, and Tenant shall remain liable for, all Rent not theretofore accelerated and paid pursuant to the foregoing sentence and any other sums thereafter accruing as they become due under this Lease during the period from the date of Lessee’s assets located at such notice of termination of possession to the stated end of the Term. In any such case, Landlord shall make reasonable attempts to relet the Premises or any part thereof for the account of LesseeTenant for such rent, for such time (which may be for a term extending beyond the Term of this Lease) and upon such terms as Landlord, in Landlord’s sole discretion, shall determine. Landlord shall not be required to accept any tenant offered by Tenant but shall not be unreasonable in rejecting any substitute tenant offered. Also, in any such case, Landlord 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 in connection therewith Landlord may change the locks to the Premises, and Tenant shall upon written demand pay the cost thereof together with Landlord’s expenses of reletting. Landlord may collect the rents from any such reletting and apply the same first to the payment of the expenses of reentry, redecoration, repair and alterations and the expenses of reletting and second to the payment of Rent herein provided to be paid by Tenant, and any excess or residue shall operate only as an offsetting credit against the amount of Rent due and owing or paid as a result of acceleration or as the same thereafter becomes due and payable hereunder, but the use of such offsetting credit to reduce the amount of Rent due Landlord, if any, shall not be deemed to give Tenant any right, title or interest in or to such excess or residue and any such excess or residue shall belong to Landlord solely; provided that in no event shall Tenant be entitled to a credit on its indebtedness to Landlord in excess of the aggregate sum (including Base Rent and Additional Rent) which would have been paid by Tenant for the period for which the credit to Tenant is being determined, had no Event of Default occurred. No such re-entry, repossession, repairs, alterations, additions or reletting shall be construed as an eviction or ouster of Tenant or as an election on Landlord’s part to terminate this Lease, where possession unless a written notice of such intention is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by LesseeTenant, an assignee or shall operate to release Tenant in whole or in part from any of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of LesseeTenant’s obligations hereunder, and Landlord may, at any time and from time to time, ▇▇▇ and recover judgment for any deficiencies from time to time remaining after the application from time to time of the proceeds of any such reletting. F. In the event of the termination of this Lease by Landlord as provided for by subparagraph (i) of Section 20B, Landlord shall be entitled to recover from Tenant all the fixed dollar amounts of Rent accrued and unpaid for the period up to and including such termination date, as well as all other additional sums payable by Tenant, or for which Tenant is liable or in respect of which Tenant has agreed to indemnify Landlord under any of themthe provisions of this Lease, was materially falsewhich may be then owing and unpaid, and all costs and expenses, including without limitation court costs and reasonable attorney’s fees incurred by Landlord in the enforcement of its rights and remedies hereunder and in addition, Landlord shall be entitled to recover as damages for loss of the bargain and not as a penalty (i) the unamortized cost of leasehold improvements, additions, alterations, if any, paid for by Landlord pursuant to this Lease and any work letter attached hereto, (ii) the aggregate sum which at the time of such termination represents the excess, if any, of the present value on the aggregate rents at the same annual rate for the remainder of the Term as then in effect pursuant to the applicable provisions of Sections 2 and 3 of this Lease, over the then present value of the then aggregate fair rental value of the Premises for the balance of the Term, such present value to be computed in each case on the basis of three percent (3%) per annum discount from the respective dates upon which such rentals would have been payable hereunder had this Lease not been terminated, and (iii) any damage in addition thereto, including reasonable attorneys’ fees and court costs, which Landlord shall have sustained by reason of the breach of any of the covenants of this lease other than for the payment of rent. (f) The removal by Lessee of substantially all of Lessee’s furniture G. All property removed from the Premises by Landlord pursuant to any provisions of this Lease or by law may be handled, removed or stored by Landlord at the cost and expense of Tenant, and Landlord shall in no event be responsible for three (3) consecutive monthsthe value, preservation or safekeeping thereof. Tenant shall pay Landlord for all expenses incurred by Landlord in such removal and for reasonable storage charges for such property so long as the same shall be in Landlord’s possession or under Landlord’s control. All such property not removed from the Premises or retaken from storage by Tenant at the end of the Term, however terminated, shall, at Landlord’s option, be conclusively deemed to have been conveyed by Tenant to Landlord as by ▇▇▇▇ of sale, without further payment or credit by Landlord to Tenant. (g) H. Tenant shall pay all of Landlord’s costs, charges and expenses, including without limitation court costs and reasonable attorney’s fees, incurred in enforcing Tenant’s obligations under this Lease or incurred by Landlord in any litigation, negotiation or transaction in which Tenant causes Landlord, without Landlord’s fault, to become involved or concerned. I. The failure by Lessee to move into or take possession provisions of the Premises within fifteen (15) days after the commencement of the term this Section 20 shall survive termination of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of any one 12.1 In the event that (i) Lessee shall fail to pay the Base Rent or more of the following events shall constitute a material default and breach of this Lease by Lessee: (a) The vacating or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee to make any payment of rent of any other payment required Amount Due for more than ten (10) days after its due date, or (ii) Lessee shall fail to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform comply with any of the terms, covenants, conditions conditions, or provisions agreements herein contained or any of this Lease to be observed the rules and regulations now or performed by Lessee, other than described in paragraph (b) above, where hereafter established for the government of the Building and such failure to comply continues for thirty (30) days after Lessor's written notice to Lessee thereof, or (iii) Lessee shall continue fail for a period of more than thirty (30) days after written notice hereof thereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than Lessee to comply (or fail to diligently pursue within thirty (30) days are compliance which cannot reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced completed with such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. within sixty (i60) The making by Lessee days comply with) with any term, provision, condition or covenant of any general assignment other agreement between Lessor and Lessee; then Lessor shall have the option, but not the obligation, to do any one or general arrangement for more of the benefit of creditors; (ii) the filing following in addition to, and not in limitation of, any other remedy permitted by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unlesslaw, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee equity or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in by this Lease: 12.1.1 Terminate this Lease, where possession is not restored to in which event Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at shall surrender the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee immediately upon expiration of Lessee, any subtenant ten (10) days from the date of lessee, any successor in interest of the service upon Lessee of written notice to that effect, without any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from further notice or demand. In the Premises for three (3) consecutive months. (g) The failure by Lessee event Lessor shall become entitled to move into or take the possession of the Premises within fifteen (15) days by any termination of this Lease herein provided, and Lessee shall refuse to surrender or deliver up possession of the Premises after the commencement service of such notice, then Lessor may, without further notice or demand, enter into and upon the Premises, or any part thereof, and take possession of and repossess the Premises as Lessor's former estate, and expel, remove, and put out of possession Lessee and its effects, using such help, assistance and force in so doing as may be needful and proper, without being liable for prosecution or damages therefor, and without prejudice to any remedy allowed by law available in such cases. Lessee shall indemnify Lessor for all loss, cost, expense, and damage which Lessor may suffer by reason of the termination, whether through inability to relet the Premises, or through decrease in rent or otherwise. In the event of such termination, Lessor may, at its option, recover forthwith as damages a sum of money equal to the total of (a) the cost of recovering the Premises (including, without limitation, attorneys' fees and cost of suit), (b) the unpaid rent earned at the time of termination, plus late charges and interest thereon at the rate specified in paragraph 2.2 hereof, (c) the present value (discounted at the rate of 8% per annum) of the balance of the rent for the remainder of the Lease Term less the present value (discounted at the same rate) of the fair market rental value of the Premises for said period, and (d) any other sum of money and damages owed by Lessee to Lessor. 12.1.2 Without terminating this Lease, retake possession of the Premises and rent the Premises, or any part thereof, for such term or terms and for such rent and upon such conditions as Lessor may, in its sole discretion, think best, making such changes, improvements, alterations, and repairs to the Premises as may be required. All rent received by Lessor from any reletting shall be applied first to the payment of any indebtedness other than rent due hereunder from Lessee; second, to the payment of any costs and expenses of the reletting, including but not limited to brokerage fees, attorneys' fees and costs of such changes, improvements, alterations, and repairs; third, to the payment of rent due and unpaid hereunder; and the residue, if any, shall be held by Lessor and applied in payment of future rent or damage as they may become due and payable hereunder. If the rent received from the reletting during the Lease Term is at any time insufficient to cover the costs, expenses, and payments enumerated above, Lessee shall pay any deficiency to Lessor, as often as it shall arise, on demand. 12.1.3 Correct or cure the default and recover any amount expended in so doing, together with interest thereon until paid. 12.1.4 Recover any and all costs incurred by Lessor resulting directly, indirectly, proximately, or remotely from the default, including but not limited to reasonable attorneys' fees. 12.2 In addition to any other rights which Lessor may have, Lessor, in person or by agent, may enter upon the Premises and take possession of all or any part of Lessee's property in the Premises, and may sell all or any part of such property at a public or private sale, in one or successive sales, with or without notice, to the highest bidder for cash, and, on behalf of Lessee, sell and convey all or part of the property to the highest bidder, delivering to the highest bidder all of Lessee's title and interest in the property sold to him. The proceeds of the sale of the property shall be applied by Lessor toward the reasonable costs and expenses of the sale, including, without limitation, attorneys' fees, and then toward the payment of all sums then due by Lessee to Lessor under the terms of this Lease. Any excess remaining shall be paid to Lessee or any other person entitled thereto by law. Such sale shall bar Lessee's right of redemption. (h) Deleted. (i) Deleted. (j) Any 12.3 In the event of a default or threatened default under this Lease by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor shall be entitled to all equitable remedies, including, without limitation, injunction and Lesseespecific performance. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. 1. If (a) Tenant shall fail to pay the rental or other charges due hereunder within five (5) days after receipt of written notice thereof by Tenant (provided, however, in the event that Landlord gives Tenant one such notice within any twelve (12) month period, Landlord shall not be required to give such notice thereafter during such twelve month period), or (b) Tenant shall fail to perform any of the other terms, conditions or covenants of this Lease to be performed or observed by Tenant for more than thirty (30) days after receipt by Tenant of written notice from Landlord specifying in detail the nature of such failure (or such other reasonable times as necessary if such default is a default which is susceptible of cure but cannot be cured within thirty (30) days and Tenant, upon receipt of such notice, promptly and diligently attempts to effect such cure), (c) Tenant shall be adjudged bankrupt or insolvent or shall make an assignment for the benefit of creditors, or (d) a receiver or trustee of Tenant's property shall be appointed and such receiver or trustee, as the case may be, shall not be discharged within sixty (60) days after such appointment, then in any such case, Landlord may, at its option, upon written notice to Tenant, recover possession of and re-enter the Leased Premises without accepting a surrender of the Leased Premises or affecting Tenant's liability for past rent and other charges due or future rent and other charges to accrue hereunder. As an alternative, at the election of Landlord, Landlord shall have the right, upon written notice to Tenant, to declare this Lease terminated and canceled and to accept surrender of the Leased Premises (without the need for any affirmative act or acquiescence by Tenant) without any further rights or obligations on the part of Landlord or Tenant (other than Tenant's obligation for rent and other charges due and owing through the date of termination and the performance of all of the terms and provisions of this Lease due and owing or accrued through the date of termination), so that Landlord may relet the Leased Premises without any right on the part of Tenant to any credit or payment resulting from any reletting of the Leased Premises. In the event of any such default, Landlord shall be entitled to recover from Tenant all other damages sustained by Landlord on account of the breach of this Lease, including, but not limited to, the costs incurred by Landlord in re-entering and recovering possession of the Leased Premises and the cost of repairs, alterations and brokerage fees connected with the reletting of the Leased Premises. The occurrence provisions herein shall be in addition and without prejudice to any other rights or remedies as are available at law or otherwise. Notwithstanding anything to the contrary contained herein, Landlord shall use reasonable efforts to mitigate the damages which might arise as a result of a default by Tenant; and in the event Landlord relets the Leased Premises, the amount received therefrom prior to termination of this Lease shall be credited to Tenant after deducting therefrom Landlord's reasonable expenses. 2. The rights and remedies of Landlord or Tenant under this Lease shall be cumulative and the exercise of any of them shall not be exclusive of any other right or remedy provided by this Lease or allowed by law, and the waiver by Landlord or Tenant of any breach of any covenant of this Lease shall be limited to the particular instance and shall not operate or be deemed to waive any future breach of the same or any other covenant on the same or any other occasion. 3. No extension of time, forbearance, neglect or waiver on the part of Landlord or Tenant, as the case may be, with respect to any one or more of the following events shall constitute a material default and breach covenants, terms or conditions of this Lease by Lessee: (a) The vacating or abandonment Lease, shall be construed as a waiver of any of the Premises by Lessee for three (3) consecutive monthsother covenants, terms or conditions of this Lease, or as an estoppel against Landlord or Tenant, as the case may be. 4. Landlord shall have the right at any time, after ten (b10) The failure by Lessee days notice to Tenant (or without notice in case of emergency or in case any fine, penalty, interest or cost may otherwise be imposed or incurred), to make any payment or perform any act required of rent Tenant under any provision of this Lease, and in exercising such right, to incur necessary and incidental costs and expenses, including reasonable attorney's fees. Nothing herein shall imply any obligation on the part of Landlord to make any payment or perform any act required of Tenant, and the exercise of the right to so do shall not constitute a release of any obligation or a waiver of any default. All payments made and all costs and expenses incurred in connection with any exercise of such right shall be reimbursed to Landlord by Tenant within fifteen (15) days after receipt of Landlord's ▇▇▇▇ therefor. In the event of nonpayment thereof, Landlord shall have the rights and remedies it would have hereunder or by law in the case of nonpayment of rent. 5. In the event of any action or proceeding brought by either party against the other payment under this Lease, the prevailing party shall be entitled to recover all costs and expenses including reasonable attorney's fees. 6. Should Landlord default in the performance of the covenants required to be made performed by Lessee hereunderLandlord under this Lease, as Tenant may serve upon Landlord a notice specifying the default and when due requiring performance by Landlord within a period of time set forth in such notice, which shall not be less than thirty (30) days after three receipt of said written notice; provided, however, Tenant shall have the right (3but not the obligation) days’ to remedy such default without notice having in the event of emergency. In the event of such default by Landlord after notice shall have been given as aforesaid which is not cured by Lessor Landlord within such thirty (30) day period, then Tenant, in addition to Lessee. any other right or remedy Tenant may have at law or equity, shall have the right (cbut not the obligation) The failure to cure Landlord's default and Landlord, within fifteen (15) days after receipt of Tenant's ▇▇▇▇ therefor, shall reimburse Tenant the reasonable costs incurred by Lessee to observe or perform Tenant in curing Landlord's default as aforesaid. However, if any of the covenantsdefault shall occur which cannot, conditions or provisions of this Lease to with due diligence, be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for cured within a period of thirty (30) days from and after written the giving of notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cureas aforesaid, then Lessee Landlord shall not be deemed to be complying with such notice if Landlord promptly commences to take reasonable steps to cure such default during such time period and proceeds diligently thereafter to in default fact cure such default. 7. Tenant acknowledges that late payment of rent (fixed rental or additional rental) could result in Landlord's mortgagee imposing a late charge on Landlord, and, accordingly, Tenant agrees that, if Lessee commenced such cure within said thirty rent (30fixed rental or additional rental) due hereunder is not paid by the fifth (5th) day period and thereafter diligently pursues such cure to completion. after it is due (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; within five (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (155) days after receipt of written notice of default if such late payment is the commencement first such late payment within the past twelve (12) months), then Tenant shall pay upon demand, as additional rent, a late charge equal to the late charge, if any, imposed upon Landlord by Landlord's mortgagee. The foregoing provision for payment of a late charge shall not be construed to extend the term date for payment of this Lease. (h) Deleted. (i) Deleted. (j) Any any sums required to be paid by Tenant hereunder or to relieve Tenant of its obligation to pay all such sums at the time or times herein stipulated, and neither the demand for, nor collection by, Landlord of such late charge shall be construed as a cure for Tenant's default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premisespayment of rent.

Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Lessee: (a) The vacating or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee If Seller fails to make any payment of rent of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe comply with or perform any of the its covenants, conditions agreements and obligations under this Agreement, then, at Purchaser’s option: (i) Purchaser will be entitled to terminate this Agreement and receive an immediate refund of all ▇▇▇▇▇▇▇ Money as its sole option (except as hereafter provided), or provisions of this Lease (ii) enforce Seller’s obligations to be observed or performed convey the Property by Lessee, other than described in paragraph delivering written notice to Seller within forty-five (b) above, where such failure shall continue for a period of thirty (3045) days after written notice hereof from Lessor the scheduled Closing which describes such default and states Purchaser’s election to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period enforce specific performance and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the actually filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed suit within ninety (90) days); days following the expiration of such forty-five (iii45) day period. Notwithstanding anything herein to the appointment contrary, if Purchaser elects to terminate this Agreement as the result of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect Seller, Seller shall reimburse Purchaser up to any other lease between One Hundred Thousand and 00/100 Dollars (i$100,000) Lessor for the out-of-pocket costs and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer expenses incurred by Lessee of substantially all of the assets used Purchaser in connection with this transaction including Purchaser’s due diligence investigation of the business conducted Property and the legal fees and expenses of and court and other costs and expenses of preparing, negotiating and enforcing this Agreement. If Purchaser fails to purchase the Property in accordance with the Premisesterms of this Agreement, then Seller’s sole and exclusive remedy for the default will be to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for Purchaser’s default. Seller and Purchaser acknowledge that it is impossible to more precisely estimate the damages to be suffered by Seller and that retention of the ▇▇▇▇▇▇▇ Money is not intended to be a penalty. Upon the termination, except as expressly provided in this Agreement to the contrary, all rights and obligations created under this Agreement will terminate and be of no further force or effect. The provisions of this Section 14 will not limit Purchaser’s obligations under any indemnity set forth in this Agreement. If either Seller or Purchaser enforces the obligations of the other under this Agreement by instituting legal proceedings, then the non-prevailing party in any such proceedings will pay all out-of-pocket expenses actually incurred by the prevailing party, including court costs and reasonable attorneys’ fees.

Defaults. The occurrence of any one or more Each of the following events shall constitute a material default and breach be an “Event of Default” under this Lease by LesseeLease: (a) The vacating or abandonment Tenant shall abandon the Premises: provided, however, cessation of the Premises business activities shall not constitute a default so long as Tenant abides by Lessee for three (3) consecutive months.its other obligations herein; (b) The failure by Lessee Tenant shall fail to make any payment of rent of pay Rent or any other payment required to be made by Lessee hereunder, as and when due sum payable under this Lease within five (5) days after three (3) days’ notice having been given by Lessor to Lessee.it is due; (c) The failure by Lessee Tenant shall fail to observe or perform any of the covenants, conditions or provisions of Tenant’s other obligations under this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where and such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to LesseeLandlord; provided, however, provided that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably shall be required for its cureto complete such performance, then Lessee Tenant shall not be deemed to be in default if Lessee commenced Tenant shall commence such cure performance within said the thirty (30) day period and shall thereafter diligently pursues such cure to pursue its completion. (i) The making by Lessee of any Tenant shall make a general assignment or general arrangement for the benefit of creditors; (ii) the filing a petition for adjudication of bankruptcy or for reorganization or rearrangement shall be filed by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is Tenant and shall not be dismissed within ninety sixty (9060) days); (iii) the appointment of a trustee or receiver shall be appointed to take possession of substantially all of LesseeTenant’s assets located at the Premises or of LesseeTenant’s interest in this Lease, where Lease and possession is not restored shall be subjected to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure which shall not be discharged within sixty (60) days. If a court of substantially all competent jurisdiction shall determine that any of Lessee’s assets located at the Premises or of Lessee’s interest acts described in this Subsection (d) is not a default under this Lease, where and a trustee shall be appointed to take possession (or if Tenant shall remain a debtor in possession) and such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lesseetrustee or Tenant shall assign, an assignee of Lesseesublease, any subtenant of lessee, any successor in or transfer ▇▇▇▇▇▇’s interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of themthen Landlord shall receive, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from as Additional Rent, the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession excess, if any, of the Premises within fifteen rent (15or any other consideration) days after paid in connection with such assignment, transfer or sublease over the commencement of the term of rent payable by Tenant under this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of any one or more of the following events A default by Tenant shall constitute a material default be deemed to have occurred hereunder, if and breach of this Lease by Lessee: whenever: (a) The vacating or abandonment any Base Rent, Tenant’s Proportionate Share of Operating Expenses, and/or Tenant’s Proportionate Share of Taxes is not paid within 5 business days of the Premises by Lessee for three (3) consecutive months. date that such payment is due; or (b) The failure by Lessee to make any payment of rent of any other payment required to be made rent is in arrears and is not paid within ten (10) business days after written demand by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. Landlord; or (c) The failure an Event of Insolvency (as hereinafter defined); or (d) Tenant fails to maintain insurance as required by Lessee to observe this Lease; or perform (e) Tenant has breached any of the covenants, conditions or provisions of its obligations in this Lease to be observed or performed by Lessee, (other than described as specifically enumerated in paragraph (bthis Section) above, where and Tenant fails to remedy such failure shall continue for a period of breach within thirty (30) days after written notice hereof from Lessor to Lessee; Landlord (provided, however, that if the nature of Lessee’s such default is such that reasonably requires more than thirty (30) days are reasonably required for its to cure, then Lessee Tenant shall not be deemed have a reasonable time to be in default if Lessee commenced cure such default, provided Tenant commences to cure within said such thirty (30) day period and thereafter diligently pursues prosecutes such cure to completion. . For purposes of this Lease, an “Event of Insolvency” means the occurrence with respect to Tenant or a Guarantor of any of the following: (i) The making by Lessee such person becoming insolvent, as that term is defined in Title 11 of the United States Code (the “Bankruptcy Code”) or under the insolvency laws of any general state (the “Insolvency Laws”); (ii) appointment of a receiver or custodian for any property of such person, or the institution of a foreclosure or attachment action upon any property of such person; (iii) filing by such person of a voluntary petition under the provisions of the Bankruptcy Code or Insolvency Laws; (iv) filing of an involuntary petition against such person as the subject debtor under the Bankruptcy Code or Insolvency Laws; and/or (v) such person making or consenting to an assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt creditors or a petition for reorganization or arrangement under any law relating to bankruptcy composition of creditors (unlessand in each such event described in clauses (i)-(v), in the case of a petition filed against Lessee, the same such event is not dismissed within ninety (90) days); . At any time upon not less than five (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (905) days; or (iv) ’ prior written notice, Tenant shall submit such information concerning the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee condition of any guarantor of Lessee’s obligations hereunder, such person as Landlord may request. Tenant warrants that all such information heretofore and any of them, was materially falsehereafter submitted is and shall be correct and complete. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Lessee: (a) The vacating or abandonment It shall be a default (“Default”) under this Note and each of the Premises by Lessee for three other Loan Documents if (3i) consecutive monthsany principal, interest or other amount of money due under this Note is not paid in full when due, regardless of how such amount may have become due; (ii) any covenant, agreement, condition, representation or warranty herein or in any other Loan Documents is not fully and timely performed, observed or kept; or (iii) there shall occur any default or event of default under the Mortgage or any other Loan Document. Upon the occurrence of a Default, Administrative Agent on behalf of Lenders shall have the rights to declare the unpaid principal balance and accrued but unpaid interest on this Note, and all other amounts due hereunder and under the other Loan Documents, at once due and payable (and upon such declaration, the same shall be at once due and payable), to foreclose any liens and security interests securing payment hereof and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or at Law or in equity. (b) All of the rights, remedies, powers and privileges (together, “Rights”) of Administrative Agent on behalf of Lenders provided for in this Note and in any other Loan Document are cumulative of each other and of any and all other Rights at Law or in equity. The failure by Lessee resort to make any payment of rent Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by Administrative Agent or Lenders to exercise, nor delay in exercising any Right, including but not limited to the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or as a waiver of any Right. Without limiting the generality of the foregoing provisions, the acceptance by Lender from time to time of any payment required under this Note which is past due or which is less than the payment in full of all amounts due and payable at the time of such payment, shall not (i) constitute a waiver of or impair or extinguish the right of Administrative Agent or Lenders to be made by Lessee hereunderaccelerate the maturity of this Note or to exercise any other Right at the time or at any subsequent time, as or nullify any prior exercise of any such Right, or (ii) constitute a waiver of the requirement of punctual payment and when due after three (3) days’ notice having been given by Lessor to Lesseeperformance or a novation in any respect. (c) The failure by Lessee to observe or perform If any of the covenants, conditions or provisions holder of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, Note retains an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used attorney in connection with any Default or at maturity or to collect, enforce or defend this Note or any other Loan Document in any lawsuit or in any probate, reorganization, bankruptcy, arbitration or other proceeding, or if Borrower sues any holder in connection with this Note or any other Loan Document and does not prevail, then Borrower agrees to pay to each such holder, in addition to principal, interest and any other sums owing to Lenders hereunder and under the business conducted other Loan Documents, all costs and expenses incurred by such holder in trying to collect this Note or in any such suit or proceeding, including, without limitation, attorneys’ fees and expenses, investigation costs and all court costs, whether or not suit is filed hereon, whether before or after the PremisesMaturity Date, or whether in connection with bankruptcy, insolvency or appeal, or whether collection is made against Borrower or any guarantor or endorser or any other person primarily or secondarily liable hereunder.

Defaults. The occurrence of Tenant further agrees that any one or more of the following events shall constitute a material default and breach be considered Events of this Lease by LesseeDefault as said term is used herein, that is to say, if: A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (a60) The vacating or abandonment days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by Lessee for three any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (360) consecutive months.days from the date of entry or granting thereof, or (b) The failure by Lessee to make G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of rent of any other payment Rent required to be made by Lessee hereunder, as and Tenant hereunder when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where as herein provided and such failure default shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.five

Defaults. The occurrence of any one or more of If on the following events shall constitute a material default and breach of this Lease by Lessee: (a) The vacating or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee to make any payment of rent of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform Closing Date any of the covenantsUnderwriters shall fail or refuse to purchase Securities, conditions which it has agreed to purchase hereunder on such date, and the aggregate amount of Securities that such defaulting Underwriter(s) agreed but failed or provisions refused to purchase does not exceed 10% of this Lease the total aggregate principal amount of Securities to be observed or performed purchased on such date by Lesseeall of the Underwriters, other than described in paragraph (b) above, where such failure each non-defaulting Underwriter shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unlessobligated severally, in the proportion which the amount of such Securities set forth opposite its name in Schedule I hereto bears to the aggregate principal amount of Securities which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or in such other proportion as you may specify, to purchase the Securities that such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; PROVIDED that in no event shall the aggregate principal amount of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor Securities that any financial statement given Underwriter has agreed to Lessor purchase pursuant to Section 2 hereof be increased pursuant to this Section 8 by Lesseean amount in excess of one-ninth of such principal amount of Securities without the written consent of such Underwriter. If, an assignee of Lesseeon the Closing Date, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after Underwriters shall fail or refuse to purchase the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee Securities with respect to which such default exceeds 10% of the total aggregate principal amount of Securities to be purchased on such date by all Underwriter(s) and arrangements satisfactory to the other Underwriter(s) and the Registrants for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Underwriter(s) or the Registrants, except as otherwise provided in this Section 8. In any such case that does not result in termination of this Agreement, the Underwriters or the Registrants may postpone the Closing Date for not longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other lease between (i) Lessor and Lessee, documents or (ii) arrangements may be effected. Any action taken under this paragraph shall not relieve a defaulting Underwriter from liability in respect of any parent company or subsidiary company or affiliate or agent of Lessor and Lesseedefault by any such Underwriter under this Agreement. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of Subject to the provisions contained in subsection 26 (c) below, if any one or more of the following events shall constitute a material default and breach of this Lease by Lesseeoccur: (a) The vacating or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee to make any payment of rent of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making Tenant does not pay in full when due any installment of Annual Basic Rent, additional rent or any other charge or payment whether or not herein included as rent, (ii) Tenant violates or fails to perform or otherwise breaks any covenant, agreement or condition herein contained or any other obligation of Tenant to Landlord, (iii) Tenant does not occupy the Premises within sixty (60) days after the Rent Commencement Date, (iv) Tenant removes or attempts to remove Tenant's property from the Premises other than in the ordinary course of business without having first paid to Landlord in full all rent and any other charges that may have become due; (v) Tenant or any guarantor of Tenant hereunder becomes the subject of commencement of an involuntary case under the federal bankruptcy law as now or hereafter constituted, or there is filed a petition against Tenant or any guarantor of Tenant hereunder seeking reorganization, arrangement, adjustment or composition of or in respect of Tenant or any guarantor of Tenant hereunder under the federal bankruptcy law as now or hereafter constituted, or under any other applicable federal or state bankruptcy, insolvency, reorganization or other similar law, or seeking the appointment of a receiver, liquidator or assignee, custodian, trustee, sequestrator (or similar official) of Tenant or any guarantor of Tenant hereunder or any substantial part of the property of either Tenant or any guarantor of Tenant hereunder, or seeking the winding-up or liquidation of its affairs and such involuntary case or petition is not dismissed within sixty (60) days after the filing thereof, or if Tenant or any guarantor of Tenant hereunder commences a voluntary case or institutes proceedings to be adjudicated a bankrupt or insolvent, or consents to the institution of bankruptcy or insolvency proceedings against it, under the federal bankruptcy laws as now or hereafter constituted, or any other applicable federal or state bankruptcy, reorganization or insolvency or other similar law, or consents to the appointment of or taking possession by Lessee a receiver or liquidator or assignee, trustee, custodian, sequestrator (or other similar official) of Tenant or any guarantor of Tenant hereunder or of any general substantial part of its property, or makes any assignment or general arrangement for the benefit of creditors; (ii) the filing by , or against Lessee of a petition admits in writing its inability to have Lessee adjudged a bankrupt pay its debts generally as they become due, or a petition for reorganization fails to generally pay its debts as they become due, or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee if Tenant or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and Tenant hereunder takes any action in contemplation of any of themthe foregoing, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.then:

Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Lessee: (a) The vacating occurrence, or abandonment the existence of any Event of Default under the Premises by Lessee for three (3) consecutive monthsLoan Agreement, shall constitute an "Security Agreement Event of Default" hereunder. (b) With respect to all of the Borrower Collateral, upon the occurrence and during the continuation of any Security Agreement Event of Default hereunder, the Collateral Agent shall, subject to the FF&E Intercreditor Agreement, have, in addition to all other rights provided herein or by law, the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction where the rights or remedies are asserted and regardless of whether the UCC applies to the affected Borrower Collateral), and further the Collateral Agent may, without demand and without advertisement, notice, hearing or process of law, all of which the Borrower hereby waives, at any time or times, sell and deliver any or all Borrower Collateral held by or for it at public or private sale, for cash, upon credit or otherwise, at such prices and upon such terms as the Collateral Agent deems advisable, in its sole discretion, provided that said disposition complies with any and all Requirements of Law. In addition to all other sums due the Collateral Agent or any Lender hereunder, the Borrower shall pay the Collateral Agent and any Lender all costs and expenses incurred by the Collateral Agent or such Lender, including a reasonable allowance for attorneys' fees and court costs, in obtaining, liquidating or enforcing payment of the Borrower Collateral or Liabilities or in the prosecution or defense of any action or proceeding by or against the Collateral Agent such Lender or the Borrower concerning any matter arising out of or connected with this Agreement or the Borrower Collateral or Liabilities, including without limitation any of the foregoing arising in, arising under or related to a case under the United States Bankruptcy Code (or any successor statute). Any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with Section 9.3 hereof at least 10 days before the time of sale or other event giving rise to the requirement of such notice; however, no notification need be given to the Borrower if the Borrower has signed, after an Security Agreement Event of Default hereunder has occurred, a statement renouncing any right to notification of sale or other intended disposition. The failure by Lessee Collateral Agent shall not be obligated to make any payment sale or other disposition of rent the Borrower Collateral regardless of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given given. The Collateral Agent or any Lender may be the purchaser at any such sale. To the extent permitted by Lessor applicable law, Borrower hereby waives all of its rights of redemption from any such sale. Subject to Lesseethe provisions of applicable law, the Collateral Agent may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, be made at the time and place to which the sale was postponed or the Collateral Agent may further postpone such sale by announcement made at such time and place. (c) The failure With respect to all of the Borrower Collateral, without in any way limiting the foregoing, the Collateral Agent shall, upon the occurrence and during the continuation of any Security Agreement Event of Default hereunder, have the right, in addition to all other rights provided herein or by Lessee law, subject to observe applicable Gaming Laws, to take physical possession of any and all of the Borrower Collateral and anything found therein, the right for that purpose to enter without legal process any premises where such Borrower Collateral may be found (provided such entry be done lawfully), and the right to maintain such possession on the Borrower's premises (the Borrower hereby agreeing to lease such premises without cost or expense to the Collateral Agent or its designee if the Collateral Agent so requests) or to remove the Borrower Collateral or any part thereof to such other places as the Collateral Agent may desire. Upon the occurrence and during the continuation of any Security Agreement Event of Default hereunder, the Borrower shall, upon the Collateral Agent's demand, assemble the Borrower Collateral and make it available to the Collateral Agent at a place reasonably designated by the Collateral Agent. If the Collateral Agent exercises its right to take possession of the Borrower Collateral, the Borrower shall also at its expense perform any and all other steps reasonably requested by the Collateral Agent to preserve and protect the security interest hereby granted in such Borrower Collateral, such as placing and maintaining signs indicating the security interest of the covenantsCollateral Agent, conditions appointing overseers for such Borrower Collateral and maintaining inventory records. (d) If Collateral Agent elects to require the Borrower to assemble and deliver each Item of Equipment, the Borrower shall, at its own expense, forthwith deliver (to the extent permitted under any Requirements of Law) exclusive possession of such Items of Equipment to Collateral Agent, at a location or provisions locations reasonably designated by Collateral Agent (subject to the approval of this Lease to be observed or performed by Lesseethe Nevada State Gaming Control Board if such location is outside the State of Nevada) in the 48 contiguous United States, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee Borrower shall not be deemed required to deliver Items of Equipment consisting of gaming devices to a location in a jurisdiction where possession of such Items of Equipment is unlawful) together with a copy of an inventory list of such Items of Equipment then subject to the Borrower Security Agreement, all then current plans, specifications and operating, maintenance and repair manuals in the possession of the Borrower and its Affiliates and relating to such Items of Equipment that have been received or prepared by the Borrower, appropriately protected and in the condition required by Section 4 (and in any event in condition to be placed in default if Lessee commenced immediate revenue service) and free and clear of all Liens other than Permitted Liens. In addition, the Borrower shall, for 90 days after delivery of such cure within said thirty (30) day period and thereafter diligently pursues such cure Items of Equipment, cause to completion. be (i) The making maintained such Items of Equipment in the condition required by Lessee Section 4 and free and clear of any general assignment or general arrangement for the benefit of creditors; all Liens other than Permitted Liens, (ii) the filing by stored such Items of Equipment without cost to Collateral Agent or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unlessLender, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); and (iii) the appointment of a trustee or receiver to take possession of substantially kept all of Lessee’s assets located at such Items of Equipment insured in accordance with Section 8.2 of the Premises or Loan Agreement. This paragraph shall survive termination of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) daysSecurity Agreement. (e) Failure by the Collateral Agent to exercise any right, remedy or option under this Agreement or any other agreement between the Borrower and the Collateral Agent or provided by law, or delay by the Collateral Agent in exercising the same, shall not operate as a waiver; no waiver hereunder shall be effective unless it is in writing, signed by the party against whom such waiver is sought to be enforced and then only to the extent specifically stated. Neither the Collateral Agent nor any party acting as attorney for the Collateral Agent shall be liable hereunder for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful misconduct. The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee rights and remedies of Lessee, any subtenant of lessee, any successor in interest of Lessee the Collateral Agent and the Lenders under this Agreement shall be cumulative and not exclusive of any guarantor of Lessee’s obligations hereunder, and any of them, was materially falseother right or remedy which the Collateral Agent or the Lenders may have. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of any one or more Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights of the following events Vendors hereunder. The Vendors shall constitute a material have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default and breach of this Lease by Lessee: (a) The vacating or abandonment in making payment of the Premises consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the ▇▇▇▇▇▇▇ money paid by Lessee for three the Purchaser to the Vendors after deduction of a sum equivalent to 25% (3twenty-five percent) consecutive monthsthereof as and by way of pre-determined compensation/liquidated damages. (b) The failure 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by Lessee to make any payment the Vendors shall stand automatically extended by such period of rent of any other payment required to be made default by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lesseethe Purchaser. (c) The failure by Lessee 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to observe or perform any comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cureThird Schedule hereunder written, then Lessee the Vendors shall not be deemed to be in default if Lessee commenced allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such cure within said thirty (30) day extended period and thereafter diligently pursues in case of failure on the part of the Vendors to construct the said Unit even within such cure to completion.extended period then and only in such event- (i) The making the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by Lessee the Purchaser to the Vendors till then arising from the date of any general assignment expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or general arrangement for in the benefit of creditors; alternative (ii) to terminate the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, contract and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession claim refund of the Premises within fifteen (15) days after amount of consideration paid by the commencement of Purchaser to the term of this LeaseVendors till then alongwith accrued interest as aforesaid, if any. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of any one or more Section 6.1 Any of the following events shall constitute a material default and breach an Event of Default under this Lease by LesseeAgreement: (a) The vacating or abandonment Borrowers shall default in the payment of sums due to the Premises by Lessee Bank and such default shall continue for three a period of ten (310) consecutive months.days after written notice to Borrowers of such failure to make payment on the due date; (b) The failure by Lessee to make any payment of rent Borrowers shall default in the performance or observance of any other payment agreements or conditions required to be made performed or observed by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions Borrowers under the terms of this Lease to be observed or performed by LesseeAgreement, other than described in paragraph (b) above, where and such failure default shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, the Borrowers specifying such default (provided that if such default cannot be cured by the nature payment of Lessee’s default is such that more than monies and cannot reasonably be cured within thirty (30) days are reasonably required for its days, Borrowers shall have a reasonable time to effect a cure, then Lessee shall not be deemed to be in default if Lessee curative action is commenced such cure within said thirty (30) day period and is thereafter pursued diligently pursues such cure and in good faith by Borrowers to completion.); (c) Any representation or warranty made by the Borrowers in this Agreement or in any certificate or document furnished under the terms of this Agreement shall prove untrue in any material respect, and which can not or has not been remedied within thirty (30) days following notice thereof, unless a new agreement has been reached between Borrowers and Bank which waives such Event of Default; (d) The Borrowers shall be in default under the terms of the Loan Documents or any other instrument executed and delivered by the Borrowers to the Bank with respect to the Improvements, and such default shall not be cured by the Borrowers or waived by the Bank within the period of grace, if any, applicable to such default under the terms of such instruments; (e) Any Borrower or any Guarantor shall be in default under the terms of any other indebtedness owed by any Borrowers or any Guarantor to Bank, and such default shall not be cured by the Borrowers or waived by the Bank within the period of grace, if any, applicable to such default under the terms of such instruments; (f) Development of the Improvements shall be abandoned, or shall be unreasonably delayed or discontinued for a period of thirty (30) days (for reasons other than those beyond the control of NTS Virginia or the Contractor), or development shall be delayed for any reason whatsoever to the extent that completion of the Improvements cannot, in the reasonable judgment of the Bank, be accomplished prior to the date specified in Section 4.1 hereof; or (g) Any of the Borrowers and/or Guarantors: (i) The making shall admit in writing the respective inability to pay debts by Lessee of any general Borrowers and/or Guarantors; or (ii) shall make an assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of shall be adjudicated a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Leasebankrupt, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution shall file a voluntary petition in bankruptcy or effect a plan or other judicial seizure arrangement with creditors, or (v) shall have applied for, or permitted the appointment of, a receiver or trustee or custodian for any of substantially all property or assets of Lessee’s Borrowers or the Guarantors, or a trustee, receiver or custodian shall have been appointed for any property or assets located at of the Premises or of Lessee’s interest in this Lease, where such seizure is Borrowers and/or Guarantors who shall not have been discharged within ninety sixty (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (1560) days after the commencement date of the term of this Lease.his appointment; (h) DeletedThe Improvements and Improvements Site are no longer primarily used for the purpose disclosed to Bank upon submission of NTS Virginia’s Loan application to Bank for approval and NTS Virginia has not demonstrated to Bank’s reasonable satisfaction prior to the conversion of the use that the alternative use to which the Premises has been put meets mortgagee’s underwriting standards; Section 6.2 Upon the occurrence of an Event of Default, unless such Event of Default is subsequently waived in writing by the Bank, the Bank shall be entitled, at the option of the Bank, to exercise any or all of the following rights and remedies: (a) The Bank may terminate its obligation to make advances under this Agreement and may declare the entire unpaid principal balance of the advances to NTS Virginia made under this Agreement to be immediately due and payable, together with accrued and unpaid interest on such advances, without further notice to or demand on the Borrowers. (ib) Deleted. (j) Any default The Bank may exercise all enforcement remedies specified in the Loan Documents and any other documents issued by Lessee the Borrowers with respect to any the Loan, including (without limiting the generality of the foregoing) the right to foreclose the Deed of Trust and other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lesseecollateral securing the Note. (kSection 6.3 If an Event of Default occurs that is specified in Section 6.1(f) The assignment or other transfer any Event of Default occurs that is caused by Lessee of substantially all NTS Virginia’s failure, for any reason, to continue with development of the assets used Improvements as required by this Agreement, then the Bank may (but shall not be obligated to) take over and complete development of the Improvements in accordance with the Plans and Specifications, with such changes as the Bank may, in its discretion, deem appropriate (provided the character and scope of the Improvements remains materially unchanged all at the risk, cost and expense of the Borrowers. The Bank may assume or reject any contracts entered into by NTS Virginia in connection with the business conducted Improvements, and may enter into additional or different contracts for services, labor and for materials required, in the Premisesjudgment of the Bank, to complete the Improvements, and may pay, compromise and settle all claims in connection with the Improvements. All sums expended by the Bank in completing the Improvements (whether aggregating more or less than the amount of the Note) shall be deemed advances made by the Bank to the Borrowers, and the Borrowers shall be liable to the Bank for the repayment of such sums, together with interest on such amounts from the date of their expenditure at the default rate specified in the Note. The Bank may, in its discretion, at any time, abandon work on the Improvements after having commenced such work, and may re-commence such work at any time, but nothing in this paragraph shall impose any obligation on the Bank to either complete or not to complete the Improvements. For the purpose of carrying out the provisions of this paragraph, the Borrowers irrevocably appoint the Bank its attorney-in-fact, with full power of substitution, to execute and deliver all such documents, pay and receive such funds, and take such action as may be necessary, in the judgment of the Bank, to complete the Improvements. Section 6.4 NTS Virginia unconditionally assigns to the Bank all of its rights in the development contract with the Contractor and any subcontractors or material suppliers it may have or enter into in the future in completing the Improvements. This assignment is to be accepted and become effective only in the event the Bank shall proceed with the remedies afforded under Section 6.3 above.

Defaults. 14.1 If Closing does not take place because of Buyer’s default, the Deposit shall be retained by Seller as agreed upon liquidated damages as Seller’s sole remedy for such default, and thereupon this Agreement shall be null and void and of no further force or effect whatsoever (except that Buyer shall remain liable on its obligations under Sections 4.2 and 15.8). The occurrence parties hereto expressly agree that Seller’s actual damages in the event of a default by Buyer would be extremely difficult or impractical to ascertain and that the amount of the Deposit represents the parties’ reasonable estimate of such damages. 14.2 If Closing does not occur due to Seller’s willful default and refusal to close despite Buyer’s willingness to do so (such willingness includes waiver by Buyer of any one uncured title objection properly made by Buyer under Section 6.1 or more material breach of the following events shall constitute a material representation or warranty by Seller) (such willful default and breach of this Lease by Lessee: (a) The vacating or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee refusal being hereinafter referred to make any payment of rent of any other payment required to be made by Lessee hereunderas a “Seller Default”), then Buyer, as its sole and when due after three (3) days’ notice having been given by Lessor exclusive right and remedy as a result of such Seller Default, may elect to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. either (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unlesscancel this Agreement, in which event the case of a petition filed against LesseeDeposit shall be returned to Buyer, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery Seller shall be liable for any title and survey costs theretofore incurred by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunderBuyer, and thereupon no party shall have any of them, was materially false. further right or obligation hereunder (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor except that Buyer shall remain liable on its obligations under Sections 4.2 and Lessee15.8), or (ii) Buyer may enforce specific performance of this Agreement without any parent company reduction or subsidiary company or affiliate or agent abatement of Lessor the Purchase Price, provided that, in the event that specific performance is not available due to the nature of the Seller Default (e.g., Seller has sold the Shopping Center to a bona fide third party for value), then, Buyer shall be entitled to damages from Seller (and Lesseemay pursue and action therefor in a court of competent jurisdiction) in an amount equal to all of its third party, out of pocket costs and expenses incurred with respect the transaction contemplated hereunder, such amount not to exceed, in any event, the sum of $50,000. 14.3 If Closing should not occur for any reason whatsoever other than a default by Buyer or a Seller Default (kincluding without limitation by reason of a material breach of representation or warranty of Seller or an uncured title objection properly made by Buyer under Section 6.1, or a failure to deliver any tenant estoppel required hereunder) The assignment which Buyer is not willing to waive, then in such event this Agreement shall be and be deemed cancelled, the Deposit shall be returned to Buyer, and thereupon Buyer shall have no other right, by way of damages or otherwise, against Seller notwithstanding the existence of any failure or breach of representation, warranty, covenant, title, provision of estoppel or other transfer by Lessee Closing condition (provided that Buyer will remain liable on its obligations under Sections 4.2 and 15.8). 14.4 Notwithstanding anything to the contrary contained in this Agreement, in the event of substantially all any litigation between Buyer and Seller arising from or relating to this Agreement, the prevailing party, in addition to and not in limitation of any other rights and remedies, shall be entitled to receive immediate payment of its reasonable attorneys fees, expenses and court costs from the other party. 14.5 Notwithstanding anything herein contained to the contrary, in the event of a breach of any of the assets used warranties and representations of Seller set forth in connection with Section 10 hereunder, which breach is not discovered or known to Buyer until after Closing, Seller shall indemnify, defend and hold Buyer harmless of and from any and all loss, cost, damage, liability and expense, including, but not limited to reasonable and actual attorneys’ fees and costs, incurred on account thereof; provided that, in no event shall Seller be liable pursuant to the business conducted foregoing for an amount exceeding $500,000 and in no event shall Buyer bring an action for any claim thereon unless it has suffered, in the Premisesaggregate, damages exceeding $10,000. In all event, any such claim shall be made to Seller on or before the date six (6) months from and after Closing, failing of which, the same shall thereafter be forever barred, waived and deemed released.

Defaults. The occurrence of any one or more of the following events ("Defaults") shall constitute a material default and breach of this Lease by LesseeLease: (ai) The vacating Tenant shall fail to pay the Base Rent, or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee to make any payment of rent of any other payment required to be made by Lessee hereunder, as and rent owed under this Lease when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where and such failure shall continue for a period ten (10) days after Tenant's receipt of written notice from Landlord, provided, however, Landlord shall not be obligated to give such notice and opportunity to cure more than two times in any calendar year; (ii) Tenant shall neglect or fail to perform or observe any other term, covenant or condition set forth in this Lease on Tenant's part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after receipt of written notice hereof from Lessor to Lessee; providedspecifying such neglect or failure, however, or if such failure is of such a nature that if Tenant cannot reasonably remedy the nature of Lessee’s default is same within such that more than thirty (30) days are reasonably required for its cureday period, then Lessee Tenant shall not be deemed fail to be in default if Lessee commenced commence to remedy the same within such cure within said thirty (30) day period and thereafter diligently pursues to prosecute such cure remedy to completion.completion with reasonable diligence; (iiii) The making by Lessee of any A general assignment or general arrangement by Tenant for the benefit of Tenant's creditors; , any voluntary filing, petition or application by Tenant under any law relating to insolvency or bankruptcy, whether for declaration of bankruptcy, a reorganization, an arrangement or otherwise; (iiiv) the The involuntary filing by or against Lessee Tenant of (A) a petition to have Lessee adjudged a bankrupt Tenant declared bankrupt, or (B) a petition for reorganization or arrangement of such party under any law relating to bankruptcy (unlessinsolvency or bankruptcy, unless in the case of a petition filed against Lesseeany such involuntary filing, the same is dismissed within ninety sixty (9060) days); or (iiiv) the appointment of a trustee or receiver to take possession of all or substantially all of Lessee’s the assets located at of the Premises Tenant, or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of all or substantially all of Lessee’s Tenant's assets located at the Premises Premises, or of Lessee’s Tenant's interest in this Lease, where unless such appointment, attachment, execution or seizure is not discharged within ninety thirty (9030) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach an "Event of this Lease Default" hereunder (whether any such event shall be voluntary or involuntary or come about or be effected by Lessee:operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any Governmental Entity): (a) The vacating the Guarantor or abandonment the South Point Lessee under the Facility Lease shall fail to make any payment with respect to Periodic Rent or the Termination Value (including the Equity Portion of Termination Value and Debt Portion of Termination Value) when due and payable under such Facility Lease or this Guaranty within five (5) days after the Premises by Lessee for three (3) consecutive months.same shall become due thereunder; or (b) The failure by the Guarantor or the South Point Lessee shall fail to make any payment other amount payable under any Operative Document after the same shall become due thereunder and such failure shall have continued from a period of rent ten (10) Business Days after receipt by the South Point Lessee and the Guarantor of any other payment required to be made written notice of such failure by the South Point Lessee hereunderand/or the Guarantor, as and when due after three (3) days’ notice having been given by Lessor to Lessee.applicable; (c) The failure Guarantor shall fail to comply with its covenants set forth in Section 3.3 (transfer of South Point Lessee ownership), 3.6 (Guarantor merger) or 8.4 (assignment of Guaranty) of this Guaranty. (d) the Guarantor shall fail to perform or observe any covenant, obligation or agreement to be performed or observed by it under any Calpine Document (other than any covenant, obligation or agreement referred to in clauses (a) or (b) of this Section 7.1) in any material respect, which shall continue unremedied for (1) with respect to the Guarantor's guaranty of, and agreement with respect to, any nonmonetary obligation, covenant or agreement of the South Point Lessee to observe or perform under any of the covenantsOperative Documents or the South Point Ground Lease, conditions 30 days after receipt by the Guarantor of written notice thereof from the Owner Participant, the Owner Lessor, the Indenture Trustee or provisions the Pass Through Trustee; provided, however, if such condition cannot be remedied within such 30-day period, then the period within which to remedy such condition shall be extended up to an additional 180 days, so long as the Guarantor diligently pursues such remedy and such condition is reasonably capable of this Lease being remedied within such additional 180-day period, and (2) with respect to any other obligation, covenant or agreement hereunder, 30 days after receipt by the Guarantor of written notice thereof; (e) there shall have occurred either (i) a default by the Guarantor or any Restricted Subsidiary under any instrument or instruments under which there is or may be secured or evidenced any Indebtedness of the Guarantor or any Restricted Subsidiary of the Guarantor (other than the Obligations) having an outstanding principal amount of $50,000,000 (or its foreign currency equivalent) or more individually or in the aggregate that has caused the holders thereof to declare such Indebtedness to be observed due and payable prior to its Stated Maturity, unless such declaration has been rescinded within 30 days or performed (ii) a default by Lesseethe Guarantor or any Restricted Subsidiary in the payment when due of any portion of the principal under any such instrument or instruments, and such unpaid portion exceeds $50,000,000 (or its foreign currency equivalent) individually or in the aggregate and is not paid, or such default is not cured or waived, within any grace period applicable thereto, unless such Indebtedness is discharged within 30 days of the Guarantor or a Restricted Subsidiary becoming aware of such default; (f) the Guarantor or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case; (ii) consents to the entry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property; (iv) makes a general assignment for the benefit of its creditors; or (v) admits in writing its inability to generally pay its debts as such debts become due; or takes any comparable action under any foreign laws relating to insolvency; (g) an involuntary case or other than described proceeding shall be commenced against the Guarantor or any Significant Subsidiary seeking (i) liquidation, reorganization or other relief with respect to it or its debts under Title 11 of the Bankruptcy Code or any bankruptcy, insolvency or other similar law now or hereafter in paragraph effect, or (bii) abovethe appointment of a trustee, where receiver, liquidator, custodian or other similar official with respect to it or any substantial part of its property or (iii) the winding-up or liquidation of the Guarantor or such failure Significant Subsidiary; and such involuntary case or other proceeding shall continue remain undismissed and unstayed for a period of thirty 60 days; (30h) any representation or warranty made by the Guarantor herein shall prove to have been incorrect in any material respect when made or misleading in any material respect when made because of the omission to state a material fact and such incorrect or misleading representation is and continues to be material and unremedied for a period of 30 days after receipt by the Guarantor of written notice hereof from Lessor to Lesseethereof; provided, however, that if the nature of Lessee’s default is such that more than thirty (condition cannot be remedied within such 30) days are reasonably required for its cure-day period, then Lessee the period within which to remedy such condition shall not be deemed extended up to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter an additional 60 days, so long as the Guarantor diligently pursues such cure to completion. remedy and such condition is reasonably capable of being remedied within such additional 60-day period. The grace periods set forth in Section 7.1(a) and (ib) The making by Lessee above shall not affect in any way the right hereunder of any general assignment Beneficiary entitled to a payment of any amount payable to it, or general arrangement performance of any obligation, by the South Point Lessee under any Operative Document to demand prompt payment thereof, or performance thereof, by the Guarantor immediately upon any failure of the South Point Lessee to pay or perform the same when it has become due (and, for the benefit avoidance of creditors; (ii) doubt, without regard to the filing existence of any cure or grace period before such failure by or against the South Point Lessee becomes a Lease Event of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) daysDefault); (iiiprovided, however, notwithstanding the foregoing, no Lease Event of Default under Section 16(m) and no remedies under the appointment Facility Lease may be exercised until a Calpine Guaranty Event of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession Default has occurred and is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) dayscontinuing. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Lessee:If Tenant (a) The vacating or abandonment defaults in the payment of the Premises by Lessee Annual Rent and Additional Rent payable under this Lease, and such default continues for three more than five (35) consecutive months.business days after receipt of written notice thereof; provided that Landlord shall not be obligated to provide written notice more than twice in any twelve (12) month period; or (b) The failure defaults in the performance or observance of any term, covenant or condition to be performed by Lessee to make any it hereunder that may be performed merely by the payment of rent money and such default is not rectified within ten (10) days after receipt of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ written notice having been given by Lessor to Lessee.thereof; or (c) The failure shall allow any insurance policy required to be carried by Lessee it hereunder to observe lapse or perform to be cancelled and does not cause such insurance to be replaced within five (5) days after receipt of written notice of such lapse or cancellation from Landlord; or (d) defaults in the performance or observance of any of the covenantsother term, conditions covenant or provisions condition of this Lease on Tenant’s part to be performed or observed or performed by Lessee, other than described in paragraph (b) above, where and does not commence to rectify such failure shall continue for a period of default within thirty (30) days after written notice hereof from Lessor to Lessee; thereof or does not thereafter diligently complete the rectification thereof (provided, however, that if the nature of Lessee’s such non-monetary default is such that more shall be cured no later than thirty one hundred twenty (30120) days are reasonably required for following Landlord’s notice), then, in any of such foregoing events, Landlord may, at its cureoption, then Lessee shall not be deemed and in addition to be any and all remedies available to it at law or in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. equity (i) The making by Lessee of any general assignment or general arrangement for terminate this Lease and reenter the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, Property or (ii) reenter the Property without terminating this Lease, and, using due care, assume custody and control thereof for the purpose of protecting the Property and/or for reletting the Property as agent for Tenant and such agency shall be deemed as a power coupled with an interest and shall be irrevocable. In either such event Landlord shall make a reasonable effort to relet the Property and shall be entitled to the benefit of all provisions of the public general laws of Maryland and the public local laws and ordinances of Harford County respecting the summary eviction of tenants in default or tenants holding over, or respecting proceedings in forcible entry and detainer. Notwithstanding termination and/or re-entry, Tenant shall remain liable for any parent company Annual Rent, Additional Rent, and damages (exclusive of consequential damages) having accrued prior thereto and for any Annual Rent, Additional Rent, and damages (exclusive of consequential damages) which shall become due thereafter and shall pay Landlord for all reasonable costs and expenses, including but not limited to, attorneys’ and brokers’ fees, commissions and expenses, paid or subsidiary company or affiliate or agent incurred by Landlord in connection with: (1) obtaining possession of Lessor the Property; (2) removal and Lessee. (k) The assignment storage of Tenant’s or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.occupant’s property;

Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach an “Event of this Lease by LesseeDefault”: (a) The vacating Borrower shall fail to pay any interest with respect to the Revolving Loans or abandonment of the Premises by Lessee for three (3) consecutive monthsTerm Loans or any Commitment Fee or Term Out Fee in accordance with the terms hereof within 10 days after such payment is due. (b) The failure by Lessee Borrower shall fail to make pay any payment of rent of any other payment required principal with respect to be made by Lessee hereunder, as and the Revolving Loans or the Term Loans in accordance with the terms thereof on the date when due after three (3) days’ notice having been given by Lessor to Lesseedue. (c) The failure Any representation or warranty made by Lessee the Borrower herein or hereunder or in any certificate or other document furnished by the Borrower hereunder shall prove to observe have been incorrect when made (or perform deemed made) in any respect that is materially adverse to the interests of the covenants, conditions Lenders or provisions of this Lease to be observed or performed by Lessee, other than described their rights and remedies hereunder. (d) Except as specified in paragraph (a) and (b) above, where the Borrower shall default in the performance of, or breach, any covenant of the Borrower with respect to this Agreement, and such failure default or breach shall continue for a period of thirty (30) days after there has been given, by registered or certified mail, to the Borrower by the Agent a written notice hereof from Lessor specifying such default or breach and requiring it to Lesseebe remedied. (e) An event of default as defined in any mortgage, indenture, agreement or instrument under which there is issued, or by which there is secured or evidenced, any Indebtedness (other than in respect of Hedge Agreements) of the Borrower in a principal amount not less than $100,000,000 shall have occurred and shall result in such Indebtedness becoming or being declared due and payable prior to the date on which it otherwise would become due and payable, or an event of default or a termination event as defined in any Hedge Agreement shall have occurred and shall result in a net payment obligation of the Borrower thereunder of not less than $100,000,000 in aggregate for all such Hedge Agreements; provided, however, that if such event of default shall be remedied or cured by the nature Borrower, or waived by the holders of Lessee’s such Indebtedness, within twenty days after the Borrower has received written notice of such event of default is such that more than thirty (30) days are reasonably required for its cureand acceleration, then Lessee the Event of Default hereunder by reason thereof shall not be deemed likewise to be in default if Lessee commenced such cure within said thirty (30) day period have thereupon been remedied, cured or waived without further action upon the part of either the Borrower or the Agent and thereafter diligently pursues such cure to completionLenders. (f) Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) The making by Lessee relief against the Borrower or the Broker Subsidiary, or against all or a substantial part of the property of either of them, under Title 11 of the United States Code or any general assignment other federal, state or general arrangement for the benefit of creditors; foreign bankruptcy, insolvency, reorganization or similar law, (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee receiver, liquidator, assignee, custodian, trustee, sequestrator or receiver to take possession similar official for the Borrower or the Broker Subsidiary or for all or a substantial part of substantially all the property of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any either of them, was materially false. or (fiii) The removal by Lessee the winding-up or liquidation of substantially all of Lessee’s furniture from the Premises Borrower or the Broker Subsidiary; and, in any such case, such involuntary proceeding or involuntary petition shall continue undismissed for three (3) consecutive months60 days, or, before such 60-day period has elapsed, there shall be entered an order or decree ordering the relief requested in such involuntary proceeding or involuntary petition. (g) The failure Borrower or the Broker Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under such law, or shall consent to the appointment of or taking possession by Lessee to move into a receiver, liquidator, assignee, custodian, trustee, sequestrator (or take possession similar official) of the Premises within fifteen (15) days after Borrower or Broker Subsidiary or for any substantial part of its respective properties, or shall make any general assignment for the commencement benefit of creditors, or shall fail generally to pay its respective debts as they become due or shall take any corporate action in furtherance of any of the term of this Leaseforegoing. (h) DeletedA final judgment or judgments for the payment of money in excess of $100,000,000 in the aggregate shall be entered against the Borrower by a court or courts of competent jurisdiction, and the same shall not be discharged (or provisions shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Borrower shall not, within said period of 30 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal. (i) Deleted. At any time after a Change in Control, the Borrower fails to maintain at least one of the following credit ratings for its Senior Medium-Term Notes, Series A: (ja) Any default BBB- (or better) by Lessee with respect to any other lease between (i) Lessor and LesseeStandard & Poor’s Ratings Service, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., or (iib) any parent company Baa3 (or subsidiary company or affiliate or agent of Lessor and Lessee. (kbetter) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.▇▇▇▇▇’▇ Investors Service, Inc.

Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach an "Event of this Lease by LesseeDefault": (a) The vacating Borrower shall fail to pay any interest with respect to the Revolving Notes or abandonment of the Premises by Lessee for three (3) consecutive monthsTerm Notes or any Commitment Fee or Term Out Fee in accordance with the terms hereof within 10 days after such payment is due. (b) The failure by Lessee Borrower shall fail to make pay any payment of rent of any other payment required principal with respect to be made by Lessee hereunder, as and the Revolving Notes or the Term Notes in accordance with the terms thereof on the date when due after three (3) days’ notice having been given by Lessor to Lesseedue. (c) The failure Any representation or warranty made by Lessee the Borrower herein or hereunder or in any certificate or other document furnished by the Borrower hereunder shall prove to observe have been incorrect when made (or perform deemed made) in any respect that is materially adverse to the interests of the covenants, conditions Lenders or provisions of this Lease to be observed or performed by Lessee, other than described their rights and remedies hereunder. (d) Except as specified in paragraph (a) and (b) above, where the Borrower shall default in the performance of, or breach, any covenant of the Borrower with respect to this Agreement, and such failure default or breach shall continue for a period of thirty (30) days after there has been given, by registered or certified mail, to the Borrower by the Agent a written notice hereof from Lessor specifying such default or breach and requiring it to Lesseebe remedied. (e) An event of default as defined in any mortgage, indenture, agreement or instrument under which there is issued, or by which there is secured or evidenced, any Indebtedness (other than in respect of Hedge Agreements) of the Borrower in a principal amount not less than $100,000,000 shall have occurred and shall result in such Indebtedness becoming or being declared due and payable prior to the date on which it otherwise would become due and payable, or an event of default or a termination event as defined in any Hedge Agreement shall have occurred and shall result in a net payment obligation of the Borrower thereunder of not less than $100,000,000 in aggregate for all such Hedge Agreements; provided, however, that if such event of default shall be remedied or cured by the nature Borrower, or waived by the holders of Lessee’s such Indebtedness, within twenty days after the Borrower has received written notice of such event of default is such that more than thirty (30) days are reasonably required for its cureand acceleration, then Lessee the Event of Default hereunder by reason thereof shall not be deemed likewise to be in default if Lessee commenced such cure within said thirty (30) day period have thereupon been remedied, cured or waived without further action upon the part of either the Borrower or the Agent and thereafter diligently pursues such cure to completionLenders. (f) Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) The making by Lessee relief against the Borrower or the Broker Subsidiary, or against all or a substantial part of the property of either of them, under Title 11 of the United States Code or any general assignment other federal, state or general arrangement for the benefit of creditors; foreign bankruptcy, insolvency, reorganization or similar law, (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee receiver, liquidator, assignee, custodian, trustee, sequestrator or receiver to take possession similar official for the Borrower or the Broker Subsidiary or for all or a substantial part of substantially all the property of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any either of them, was materially false. or (fiii) The removal by Lessee the winding-up or liquidation of substantially all of Lessee’s furniture from the Premises Borrower or the Broker Subsidiary; and, in any such case, such involuntary proceeding or involuntary petition shall continue undismissed for three (3) consecutive months60 days, or, before such 60-day period has elapsed, there shall be entered an order or decree ordering the relief requested in such involuntary proceeding or involuntary petition. (g) The failure Borrower or the Broker Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under such law, or shall consent to the appointment of or taking possession by Lessee to move into a receiver, liquidator, assignee, custodian, trustee, sequestrator (or take possession similar official) of the Premises within fifteen (15) days after Borrower or Broker Subsidiary or for any substantial part of its respective properties, or shall make any general assignment for the commencement benefit of creditors, or shall fail generally to pay its respective debts as they become due or shall take any corporate action in furtherance of any of the term of this Leaseforegoing. (h) DeletedA final judgment or judgments for the payment of money in excess of $100,000,000 in the aggregate shall be entered against the Borrower by a court or courts of competent jurisdiction, and the same shall not be discharged (or provisions shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Borrower shall not, within said period of 30 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal. (i) Deleted. At any time after a Change in Control, the Borrower fails to maintain at least one of the following credit ratings for its Senior Medium-Term Notes, Series A: (ja) Any default BBB- (or better) by Lessee with respect to any other lease between (i) Lessor and LesseeStandard & Poor’s Ratings Service, a Division of The M▇▇▇▇▇-▇▇▇▇ Companies, Inc., or (iib) any parent company Baa3 (or subsidiary company or affiliate or agent of Lessor and Lessee. (kbetter) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.M▇▇▇▇’▇ Investors Service, Inc.

Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease lease by Lessee: (a) The vacating or abandonment of the Premises by Lessee for three (3) consecutive monthsLessee. (b) The failure by Lessee to make any payment of rent of or any other payment required to be made by Lessee hereunder, as and when due due, where such failure shall continue for a period of three days after three (3) days’ written notice having been given by thereof from Lessor to Lessee. In the event that Lessor serves Lessee with a Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes such Notice to Pay Rent or Quit shall also constitute the notice required by this subparagraph. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) 30 days after written notice hereof thereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) 30 days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) -day period and thereafter diligently pursues prosecutes such cure to completion. (i) The making by Lessee of any general arrangement or assignment or general arrangement for the benefit of creditors; (ii) the filing by Lessee becomes a “debtor” as defined in 11 U.S.C. §101 or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (9030 days. Provided, however, in the event that any provision of this paragraph 13.1(d) daysis contrary to any applicable law, such provision shall be of no force or effect. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an any assignee of Lessee, any subtenant of lesseeLessee, any successor in interest of Lessee of or any guarantor of Lessee’s obligations obligation hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach hereunder by Tenant (each an “Event of this Lease by Lessee:Default”): (a1) The vacating vacation or abandonment of the Premises by Lessee Tenant. Abandonment is herein defined to include, but is not limited to, any absence by Tenant from the Premises for three thirty (330) consecutive monthsbusiness days or longer. (b2) The failure by Lessee Tenant to make any payment of rent of Base Rent, additional rent, other charges or any other payment required to be made by Lessee Tenant hereunder, as and when due after due, where such failure shall continue for a period of three (3) days’ business days after written notice having been given by Lessor thereof from Landlord to LesseeTenant; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under Texas law regarding unlawful detainer actions. (c3) The failure by Lessee Tenant to observe or perform any of the covenants, conditions covenants or provisions of this Lease to be observed or performed by LesseeTenant, other than described as specified in paragraph (bsubsections 28.a(1) or 28.a(2) above, where such failure shall continue for a period of thirty ten (3010) days after written notice hereof thereof from Lessor Landlord to Lessee; providedTenant. Any such notice shall be in lieu of, howeverand not in addition to, that if any notice required under Texas law regarding unlawful detainer actions. If the nature of LesseeTenant’s default (other than a default specified in subsections 28.a(1) or 28.a(2) above) is such that more than thirty ten (3010) days are reasonably required for its cure, then Lessee Tenant shall not be deemed to be in default if Lessee commenced Tenant shall commence such cure within said thirty ten (3010) day period and thereafter diligently pursues prosecute such cure to completion, and such completion shall occur not later than sixty (60) days from the date of such notice from Landlord. (4) Any of the following: (i) The making by Lessee Tenant of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee Tenant of a petition to have Lessee Tenant adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against LesseeTenant, the same is dismissed within ninety thirty (9030) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of LesseeTenant’s assets located at the Premises or of LesseeTenant’s interest in this Lease, where possession is not restored to Lessee Tenant within ninety thirty (9030) days; or (iv) the attachment, execution or other judicial seizure of substantially all of LesseeTenant’s assets located at the Premises or of LesseeTenant’s interest in this Lease, Lease where such seizure is not discharged within ninety thirty (9030) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Lessee:If Tenant (a) The vacating or abandonment defaults in the payment of the Premises by Lessee Annual Rent and Additional Rent payable under this Lease, and such default continues for three more than five (35) consecutive months.business days after receipt of written notice thereof; provided that Landlord shall not be obligated to provide written notice more than twice in any twelve (12) month period; or (b) The failure defaults in the performance or observance of any term, covenant or condition to be performed by Lessee to make any it hereunder that may be performed merely by the payment of rent money and such default is not rectified within ten (10) days after receipt of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ written notice having been given by Lessor to Lessee.thereof; or (c) The failure shall allow any insurance policy required to be carried by Lessee it hereunder to observe lapse or perform to be cancelled and does not cause such insurance to be replaced within five (5) days after receipt of written notice of such lapse or cancellation from Landlord; or (d) defaults in the performance or observance of any of the covenantsother term, conditions covenant or provisions condition of this Lease on Tenant's part to be performed or observed or performed by Lessee, other than described in paragraph (b) above, where and does not commence to rectify such failure shall continue for a period of default within thirty (30) days after written notice hereof from Lessor to Lessee; thereof or does not thereafter diligently complete the rectification thereof (provided, however, that if the nature of Lessee’s such nonmonetary default is such that more shall be cured no later than thirty one hundred twenty (30120) days are reasonably required for following Landlord's notice), then, in any of such foregoing events, Landlord may, at its cureoption, then Lessee shall not be deemed and in addition to be any and all remedies available to it at law or in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. equity (i) The making by Lessee of any general assignment or general arrangement for terminate this Lease and reenter the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, Property or (ii) reenter the Property without terminating this Lease, and, using due care, assume custody and control thereof for the purpose of protecting the Property and/or for reletting the Property as agent for Tenant and such agency shall be deemed as a power coupled with an interest and shall be irrevocable. In either such event Landlord shall make a reasonable effort to relet the Property and shall be entitled to the benefit of all provisions of the public general laws of Maryland and the public local laws and ordinances of Harford County respecting the summary eviction of tenants in default or tenants holding over, or respecting proceedings in forcible entry and detainer. Notwithstanding termination and/or re-entry, Tenant shall remain liable for any parent company Annual Rent, Additional Rent, and damages (exclusive of consequential damages) having accrued prior thereto and for any Annual Rent, Additional Rent, and damages (exclusive of consequential damages) which shall become due thereafter and shall pay Landlord for all reasonable costs and expenses, including but not limited to, attorneys' and brokers' fees, commissions and expenses, paid or subsidiary company or affiliate or agent incurred by Landlord in connection with: (1) obtaining possession of Lessor the Property; (2) removal and Lessee. (k) The assignment storage of Tenant's or other transfer by Lessee of substantially all occupant's property; (3) care, maintenance and repair of the assets used in connection with Property while vacant; (4) re-letting the business conducted in whole or any part of the PremisesProperty; and (5) repairing, altering, renovating, partitioning, enlarging, remodeling or otherwise putting the Property into condition acceptable to, and reasonably necessary to obtain new tenants.

Defaults. The occurrence (a) In the event that any Commitment Party fails to comply with its obligations to purchase New 2L Convertible Notes pursuant to Sections 1.1, 1.2 or 1.3 hereof (each, a “Commitment Party Default” and, each such defaulting Commitment Party, a “Defaulting Commitment Party”), all New 2L Convertible Notes (including, for the avoidance of any one or more doubt, the Offered Notes, Unsubscribed Notes and the Direct Investment Notes) the Defaulting Commitment Parties were obligated, but failed, to purchase (the “Default Notes”) shall be offered to each of the following events shall constitute Commitment Parties that is not a material default and breach of this Lease by LesseeDefaulting Commitment Party (each, a “Non-Defaulting Commitment Party”) as follows: (ai) The vacating or abandonment of Each Non-Defaulting Commitment Party shall have the Premises by Lessee for right, but not the obligation, within three (3) consecutive monthsBusiness Days after receipt of written notice from Wolfspeed to all Non-Defaulting Commitment Parties of such Commitment Party Default, which notice shall be given by Wolfspeed no later than one (1) Business Day after the Backstop Funding Date, to purchase all or a portion of such Default Notes in such amounts as may be agreed upon by all Non-Defaulting Commitment Parties electing to purchase, at the Purchase Price, all or any portion of the Default Notes, or, if no such agreement is reached, up to an amount of Default Notes equal to the product of (A)(x) the total principal amount of Default Notes or (w) such lesser principal amount of Default Notes as may be agreed to by the Non-Defaulting Commitment Parties, in either case multiplied by (B) a percentage equal to the quotient of (x) the aggregate of such Non-Defaulting Commitment Party’s Backstop Percentage or Direct Investment Percentage, as applicable, divided by (y) the aggregate Backstop Percentages or Direct Investment Percentages, as applicable, of all the Non-Defaulting Commitment Parties (or otherwise in such other proportion as may be agreed to by the Non-Defaulting Commitment Parties). (ii) If any Default Notes are not elected to be purchased pursuant to clause (i) by the expiration of the period specified therein, then, the Parties agree that such Default Notes may be offered by Wolfspeed to third parties pursuant to this Section 1.5(a), which such Default Notes shall be issued pursuant to a subscription agreement or similar instrument with terms and conditions substantially similar to those contained in this Agreement, and otherwise in form and substance reasonably acceptable to Wolfspeed. (b) The failure Notwithstanding anything to the contrary in this Agreement, each Non-Defaulting Commitment Party that is a Rights Offering Backstop Party and/or a Rights Offering Holdback Party shall be entitled to receive the Rights Offering Backstop Premium that would have otherwise been payable to such Defaulting Commitment Party ratably in proportion to the Backstop Percentage or Holdback Percentage, as applicable, related to the Default Notes acquired by Lessee such Non-Defaulting Commitment Party (and the Defaulting Commitment Party shall not be entitled to make any payment of rent of any other payment required receive such Rights Offering Backstop Premium). Further, notwithstanding anything in this Agreement to the contrary, no Defaulting Commitment Party shall be entitled to indemnification provided, or to be made by Lessee hereunderprovided, as and when due after three (3) days’ notice having been given by Lessor to Lesseeunder or in connection with this Agreement. (c) The failure by Lessee Notwithstanding anything to observe the contrary in this Agreement, each Defaulting Commitment Party shall be liable to the Non-Defaulting Commitment Parties and to the Company Parties for the consequences of its breach, and each Party may enforce its rights to money damages or perform specific performance against such Defaulting Commitment Party. (d) In the event that any Commitment Party (i) materially breaches any of the its representations, warranties, covenants, conditions or provisions of obligations set forth in this Lease Agreement that (if susceptible to be observed or performed by Lessee, other than described in paragraph (bcure) above, where such failure shall continue remains uncured for a period of thirty five (305) days Business Days after the receipt by such Commitment Party of written notice hereof of such breach from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunderWolfspeed, and any of them, was materially false. (fsuch breaching Commitment Party is terminated from this Agreement pursuant to Section 6.2(a) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lesseehereof, or (ii) any parent company or subsidiary company or affiliate or agent is terminated from this Agreement pursuant to Section 6.3(b) hereof, such Commitment Party shall be deemed a Defaulting Commitment Party hereunder for purposes of Lessor Section 1.5(a), Section 1.5(b) and, in respect of clause (i) above, Section 1.5(c), and Lessee. Wolfspeed shall provide notice of such breach and/or termination to all Non-Defaulting Commitment Parties hereunder as soon as practicable after the date of such termination, whereupon the Backstop Commitment and Direct Investment Commitment of such Defaulting Commitment Party shall be subject to reallocation among the Non-Defaulting Commitment Parties, at their election, not later than three (k3) The assignment or other transfer by Lessee Business Days following the date of substantially all of the assets used in connection with the business conducted such notice, in the Premisessame manner as described in Section 1.5(a)(i), and thereafter may be offered by Wolfspeed in the same manner as described in Section 1.5(a)(ii), in each case applied herein mutatis mutandis.

Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach (“Default”) of this Lease by LesseeTenant: (a) The vacating Any failure by Tenant to pay any Rent or abandonment of the Premises by Lessee any other charge required to be paid under this Lease, or any part thereof when due if such failure continues for three five (35) consecutive months.days after written notice to Tenant; or (b) The Except where a specific time period is otherwise set forth for Tenant’s performance in this Lease, in which event the failure to perform by Tenant within such time period shall be a default by Tenant under this Section 19.1(b), any failure by Lessee to make any payment of rent of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee Tenant to observe or perform any of the covenantsother provision, conditions covenant or provisions condition of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, Tenant where such failure shall continue continues for a period of thirty (30) days after written notice hereof thereof from Lessor Landlord to LesseeTenant; provided, however, provided that if the nature of Lessee’s such default is such that more than the same cannot reasonably be cured within a thirty (30) days are reasonably required for its cureday period, then Lessee Tenant shall not be deemed to be in default if Lessee commenced it diligently commences such cure within said thirty (30) day such period and thereafter diligently pursues proceeds to rectify and cure such cure to completion.default; or (ic) The making To the extent permitted by Lessee of any Law, a general assignment or general arrangement by Tenant of this Lease for the benefit of creditors; (ii) , or the taking of any corporate action in furtherance of bankruptcy or dissolution whether or not there exists any proceeding under an insolvency or bankruptcy Law, or the filing by or against Lessee Tenant or any guarantor of a petition to have Lessee adjudged a bankrupt any proceeding under an insolvency or a petition for reorganization or arrangement under any law relating to bankruptcy (unlessLaw, unless in the case of a petition proceeding filed against Lessee, Tenant the same is dismissed within ninety sixty (9060) days); (iii) , or the appointment of a trustee or receiver to take possession of all or substantially all of Lesseethe assets of Tenant or any guarantor, unless possession is restored to Tenant within thirty (30) days, or any execution or other judicially authorized seizure of all or substantially all of Tenant’s assets located at upon the Premises or of LesseeTenant’s interest in this Lease, where possession unless such seizure is not restored to Lessee discharged within ninety thirty (9030) days; or (d) Any breach of Tenant’s obligations under this Lease at such time as Tenant shall have abandoned all or (iv) the attachment, execution or other judicial seizure a substantial portion of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days.by Tenant; or (e) The discovery failure by Lessor that any financial statement given Tenant to Lessor by Lesseeobserve or perform according to the provisions of Articles 5, an assignee 14, 17 or 18 of Lesseethis Lease where such failure continues for more than five (5) Business Days (“Business Days” being defined as calendar days other than Saturdays, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, Sundays and any of them, was materially false.Holidays) after written notice from Landlord; or (f) The removal Any information furnished to Landlord by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premisesentry of this Lease on behalf of Tenant is determined to have been materially false, misleading or incomplete when made.

Defaults. The occurrence Each Leasehold Mortgagee and sublessee shall have the same period of any one time after receipt of a notice of default to remedy a default or more event of default, or cause the same to be remedied, as is given to Tenant after Tenant’s receipt of a notice of default hereunder, plus, in each instance, the following events shall constitute a material default and breach of this Lease by Lessee: additional time periods: (ai) The vacating or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee to make any payment of rent of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lesseein the event of any monetary default or event of default; and (ii) sixty (60) days in the event of any non-monetary default or event of default; provided, however, that if (a) such sixty (60)-day period shall be extended for the nature of Lessee’s default is time reasonably required by the Leasehold Mortgagee or sublessee to complete such that more than thirty (30) days are cure, including the time reasonably required for its cure, then Lessee shall not be deemed the Leasehold Mortgagee to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take obtain possession of the Premises within fifteen Leasehold Estate or subleasehold estate, as the case may be (15including possession by a receiver), institute foreclosure proceedings or otherwise perfect its right to effect such cure and (b) days after neither the commencement Leasehold Mortgagee nor such sublessee shall be required to cure those events of default which are not reasonably susceptible of being cured or performed by Tenant (“Non- Curable Defaults”). Each Leasehold Mortgagee and sublessee shall have the term absolute right to substitute itself for Tenant and perform the duties of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee Tenant hereunder or with respect to any other lease between the Leasehold Estate or subleasehold estate (ias the case may be) Lessor for purposes of curing such default or event of default. Landlord expressly consents to such substitution, agrees to accept such performance, and Lesseeauthorizes each Leasehold Mortgagee and sublessee (and their respective employees, agents, representatives or (iicontractors) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially to enter upon the Property to complete such performance with all of the assets used rights and privileges of Tenant hereunder. Landlord shall not terminate this Lease prior to expiration of the cure periods available to each Leasehold Mortgagee and sublessee as set forth above. Further, (1) neither the bankruptcy nor the insolvency of Tenant shall be grounds for terminating this Lease as long as the Rent and all other amounts payable by Tenant hereunder are paid by a Leasehold Mortgagee or sublessee in connection accordance with the business conducted in the Premises.terms thereof and

Defaults. The occurrence of any one or more Each of the following events shall constitute a material default and breach be an “Event of Default” under this Lease by LesseeLease: (a) The vacating or abandonment Tenant shall abandon the Premises: provided, however, cessation of the Premises business activities shall not constitute a default so long as Tenant abides by Lessee for three (3) consecutive months.its other obligations herein; (b) The failure by Lessee Tenant shall fail to make any payment of rent of pay Rent or any other payment required to be made by Lessee hereunder, as and when due sum payable under this Lease within five (5) days after three (3) days’ notice having been given by Lessor to Lessee.it is due; (c) The failure by Lessee Tenant shall fail to observe or perform any of the covenants, conditions or provisions of Tenant’s other obligations under this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where and such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to LesseeLandlord; provided, however, provided that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably shall be required for its cureto complete such performance, then Lessee Tenant shall not be deemed to be in default if Lessee commenced Tenant shall commence such cure performance within said the thirty (30) day period and shall thereafter diligently pursues such cure to pursue its completion. (i) The making by Lessee of any Tenant shall make a general assignment or general arrangement for the benefit of creditors; (ii) the filing a petition for adjudication of bankruptcy or for reorganization or rearrangement shall be filed by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is Tenant and shall not be dismissed within ninety sixty (9060) days); (iii) the appointment of a trustee or receiver shall be appointed to take possession of substantially all of LesseeTenant’s assets located at the Premises or of LesseeTenant’s interest in this Lease, where Lease and possession is not restored shall be subjected to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure which shall not be discharged within sixty (60) days. If a court of substantially all competent jurisdiction shall determine that any of Lessee’s assets located at the Premises or of Lessee’s interest acts described in this Subsection (d) is not a default under this Lease, where and a trustee shall be appointed to take possession (or if Tenant shall remain a debtor in possession) and such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lesseetrustee or Tenant shall assign, an assignee of Lesseesublease, any subtenant of lessee, any successor in or transfer Tenant’s interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of themthen Landlord shall receive, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from as Additional Rent, the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession excess, if any, of the Premises within fifteen rent (15or any other consideration) days after paid in connection with such assignment, transfer or sublease over the commencement of the term of rent payable by Tenant under this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence following are events of any one or more default under this Note (each, an “Event of the following events shall constitute a material default and breach of this Lease by Lessee:Default”): (a) The vacating Borrower fails to pay any principal, interest, fees, charges, or abandonment of the Premises by Lessee for three (3) consecutive months. any other amount when due and payable hereunder; (b) The failure by Lessee Borrower fails to make deliver any payment of rent of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. Lender Conversion Shares in accordance with the terms hereof; (c) The failure by Lessee Borrower fails to observe deliver any Redemption Conversion Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or perform any other similar official shall be appointed over Borrower or a material part of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph its assets and such appointment shall remain uncontested for twenty (b) above, where such failure shall continue for a period of thirty (3020) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee or shall not be deemed dismissed or discharged within sixty (60) days; (e) Borrower becomes insolvent or generally fails to be pay, or admits in default if Lessee commenced such cure within said thirty writing its inability to pay, its debts as they become due; (30f) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any Borrower makes a general assignment or general arrangement for the benefit of creditors; (iig) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or Borrower files a petition for reorganization or arrangement relief under any bankruptcy, insolvency or similar law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) daysdomestic or foreign); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. an involuntary bankruptcy proceeding is commenced or filed against Borrower; (i) Deleted. Borrower or any pledgor, trustor, or guarantor of this Note defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement; (j) Any default any representation, warranty or other statement made or furnished by Lessee with respect to or on behalf of Borrower or any other lease between (i) Lessor and Lesseepledgor, trustor, or (ii) guarantor of this Note to Lender herein, in any parent company Transaction Document, or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used otherwise in connection with the business conducted issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (k) the Premisesoccurrence of a Fundamental Transaction without Lender’s prior written consent, which shall not be unreasonably withheld; (l) Borrower effectuates a reverse split of its ADSs without twenty (20) Trading Days prior written notice to Lender; (m) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $100,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender; (n) Borrower fails to be DWAC Eligible; (o) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement; or (p) Borrower, any affiliate of Borrower, or any pledgor, trustor, or guarantor of this Note breaches any covenant or other term or condition contained in any Other Agreements. Notwithstanding the foregoing, on up to two (2) separate occasions, Borrower shall have ten (10) Trading Days instead of five (5) Trading Days to deliver Lender Conversion Shares or Redemption Conversion without an Event of Default pursuant to Section 4.1(b) or (c) above occurring.

Defaults. The occurrence of any one or more Each of the following events shall constitute a material occurrences is an event of default and breach (“Event of Default”) under this Lease by LesseeAgreement: (a) The vacating or abandonment Borrower fails to perform any of the Premises terms, conditions or covenants to be kept or performed by Lessee it under this Agreement, the Note or any of the other Loan Documents of a monetary nature continuing for three a period of ten (310) consecutive monthsdays after written notice thereof to Borrower or of a non-monetary nature continuing for a period of fifteen (15) days or for such longer period of time as is required to cure the default, if the same cannot be reasonably cured within said fifteen (15) day period and Borrower is using all reasonable effort to cure, but in no event more than forty-five (45) days. (b) The failure by Lessee Guarantor fails to make perform any payment of rent of any other payment required the terms or conditions to be made kept or performed by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lesseesuch Guarantor under the Guaranty. (c) The failure Any representation or warranty made by Lessee to observe Borrower herein is untrue or perform misleading in any material respect or any statement, certificate or report furnished hereunder by or on behalf of Borrower is untrue or misleading in any material respect on the covenants, conditions date as of which the facts set forth therein are stated or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completioncertified. (id) The making by Lessee of Borrower or any general Guarantor becomes insolvent or unable to pay its or their debts as they mature or Borrower or any Guarantor makes an assignment or general arrangement for the benefit of creditors; (ii) the filing creditors or any proceedings are initiated by or against Lessee of a petition Borrower or any Guarantor, alleging that Borrower or any Guarantor is insolvent or unable to have Lessee adjudged a bankrupt pay its or their debts as they mature or a petition for reorganization is filed by or arrangement against Borrower or any Guarantor under any law relating of the provisions of the United States Bankruptcy Code not resolved to bankruptcy the satisfaction of Lender in its sole discretion within thirty (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (9030) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of LesseeBorrower, any subtenant affiliated or related person or entity of lesseeBorrower, any successor in interest of Lessee Guarantor or any affiliated or related person or entity of any guarantor of Lessee’s obligations hereunder, and Guarantor fails to perform any of themthe terms or conditions to be kept or performed by it or any of them under any promissory note, was materially falsecontract or agreement with Lender or any third party, now existing or hereafter entered into, after expiration of the applicable cure period contained therein, if any. (f) The removal by Lessee Borrower fails to comply with (i) any of substantially all of Lessee’s furniture from its obligations relating to the Premises for three Property, and/or (3ii) consecutive monthsany applicable federal, state or local permits, laws, rules, ordinances or regulations. (g) The failure by Lessee to move into All or take possession any portion of the Premises within fifteen (15) days after the commencement of the term of this LeaseProperty or all or any interest in Guarantor is sold, pledged, assigned, exchanged, leased, transferred, encumbered, mortgaged, hypothecated, or otherwise disposed of, without Lender’s prior written consent, in Lender’s sole discretion. (h) DeletedCommencement of any action or proceeding involving, affecting or bringing into question any interest in the Property or lien of the Mortgage upon the Property which is not resolved to the reasonable satisfaction of Lender within thirty (30) days. (i) DeletedCommencement of an action to acquire any part of the Property by eminent domain unless the same is dismissed within thirty (30) days thereof. (j) Any default by Lessee with respect to Filing of any other lease between mechanics’ lien against the Property which is not paid in full and satisfied or released of record within thirty (i30) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent days after the date of Lessor and Lesseesaid filing. (k) The assignment Any of the improvements on the Property are materially damaged or destroyed by fire or other transfer casualty and the loss or damage, in Lender’s reasonable judgment, is not covered adequately by Lessee insurance actually collected or to be collected or by cash deposited with Lender by Borrower to affect such repairs. (l) Execution or attachment shall have been levied against the Property or any part thereof and shall continue without stay and in effect for a period of substantially more than thirty (30) consecutive days. (m) Borrower’s failure to maintain its valid existence in the state of its formation as indicated in this Agreement. (n) Any default exists under any of the encumbrances permitted by Lender. (o) Any material adverse change occurs in the financial condition or operating condition of Borrower and/or any Guarantor. (p) Borrower shall fail to execute and/or deliver to Lender in acceptable form in Lender’s sole discretion, each and all of the assets used Loan Documents. (q) Lender deems itself insecure for any reason as determined by Lender in connection with the business conducted in the Premisesits sole discretion.

Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach (“Default”) of this Lease by LesseeTenant: (a) The vacating Any failure by Tenant to pay any Rent or abandonment of any other charge required to be paid under this Lease, or any part thereof when due; provided that no more often than once each Lease Year, Landlord shall provide Tenant with written notice that the Premises by Lessee for three Rent or other charge required to be paid under this Lease, or any part thereof, has not been received when due, and provided that such Rent or other charge required to be paid under this Lease, or any part thereof, is received within five (35) consecutive months.days following such notice, Tenant shall not be deemed to be in default hereunder; or (b) The Except where a specific time period is otherwise set forth for Tenant’s performance in this Lease, in which event the failure to perform by Tenant within such time period shall be a default by Tenant under this Section 19.1(b), any failure by Lessee to make any payment of rent of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee Tenant to observe or perform any of the covenantsother provision, conditions covenant or provisions condition of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, Tenant where such failure shall continue continues for a period of thirty ten (3010) days after written notice hereof thereof from Lessor Landlord to LesseeTenant; provided, however, provided that if the nature of Lessee’s such default is such that more than thirty the same cannot reasonably be cured within a ten (3010) days are reasonably required for its cureday period, then Lessee Tenant shall not be deemed to be in default if Lessee commenced it diligently commences such cure within said thirty (30) day such period and thereafter diligently pursues proceeds to rectify and cure such cure to completion.default; or (ic) The making To the extent permitted by Lessee of any Law, a general assignment by Tenant or general arrangement any guarantor of this Lease for the benefit of creditors; (ii) , or the taking of any corporate action in furtherance of bankruptcy or dissolution whether or not there exists any proceeding under an insolvency or bankruptcy Law, or the filing by or against Lessee Tenant or any guarantor of a petition to have Lessee adjudged a bankrupt any proceeding under an insolvency or a petition for reorganization or arrangement under any law relating to bankruptcy (unlessLaw, unless in the case of a petition proceeding filed against Lessee, Tenant or any guarantor the same is dismissed within ninety sixty (9060) days); (iii) , or the appointment of a trustee or receiver to take possession of all or substantially all of Lesseethe assets of Tenant or any guarantor, unless possession is restored to Tenant or such guarantor within thirty (30) days, or any execution or other judicially authorized seizure of all or substantially all of Tenant’s assets located at upon the Premises or of LesseeTenant’s interest in this Lease, where possession unless such seizure is not restored to Lessee discharged within ninety thirty (9030) days; or (d) Abandonment of all or (iv) the attachment, execution or other judicial seizure a substantial portion of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days.by Tenant; or (e) The discovery failure by Lessor that any financial statement given Tenant to Lessor by Lesseeobserve or perform according to the provisions of Articles 5, an assignee 14, 17 or 18 of Lesseethis Lease where such failure continues for more than two (2) Business Days (“Business Days” being defined as calendar days other than Saturdays, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, Sundays and any of them, was materially false.Holidays) after notice from Landlord; or (f) The removal Any information furnished to Landlord by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted entry of this Lease on behalf of Tenant or any guarantor of this Lease in connection with the Premisesentry of this Lease is determined to have been materially false, misleading or incomplete when made. The notice periods provided herein are in lieu of, and not in addition to, any notice periods provided by Law. To the extent permitted by Law, Tenant hereby waives service or notice of any demand for payment of rent or possession or default prescribed by statute or ordinance.

Defaults. The occurrence of (a) If any one or more of the following events (herein sometimes called “events of default”). shall constitute a material default and breach of this Lease by Lesseeoccur: (a1) The vacating or abandonment of if default shall be made in the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee to make any due and punctual payment of rent any installment of any Minimum Rent, Additional Rent or other payment required to be made by Lessee charges due hereunder, when and as the same shall become due and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the covenantspayable, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where and such failure default shall continue for a period of thirty five (305) days after written notice hereof from Lessor Landlord to LesseeTenant specifying the items in default (provided that Tenant shall be entitled to only one (1). such notice in any Lease Year); or (2) if default shall be made by Tenant in the performance or compliance with any of the agreements, terms, covenants or conditions in this Lease provided, however, that if the nature of Lessee’s default is such that more other than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed those referred to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety foregoing subparagraph (90) days1); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any such default shall continue for a period of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after written notice from Landlord to Tenant specifying the items in default (provided that Tenant shall be entitled to only one (1) such notice in any Lease Year with respect to the same or similar default), or in case of a default or contingency which cannot with due diligence be cured within said fifteen (15) day period, Tenant rails to proceed within said fifteen (15) day period to commence to cure the same and thereafter to prosecute the curing of such default with due diligence and within a period of time which under all prevailing circumstances shall be reasonable; or (3) if Tenant 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 state or federal bankruptcy or insolvency statute or law, or shall seek or consent to the appointment of. any bankruptcy or insolvency trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises; or (4) if within sixty (60) days after the commencement of any proceeding against the Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future state or federal bankruptcy act or any other present or future state or federal bankruptcy or insolvency statute or law, such proceeding shall not have been dismissed, or, if, within sixty (60) days after the appointment, without the consent or acquiescence of Tenant, of any trustee, receiver or liquidator of Tenant or of all or substantially all of its properties or of the Premises, such appointment shall not have been vacated or stayed on appeal or otherwise, or if within sixty (60) days after the expiration of any such stay, such appointment shall not have been vacated; or (5) if Tenant shall (i) forfeit the right, as declared by competent authority under any state or federal law to make loans or hold deposits; (ii) be dissolved, go into liquidation or be closed, whether by vote of shareholders or otherwise, with the exception of mergers and consolidations; (iii) become insolvent, as declared by competent authority in that its assets are less than its obligations to its creditors and others, including its members, or shareholders, however designated; (iv) refuse to pay its circulating notes; (v) willfully violate any cease-and-desist order that has become final, issued by, or at the behest of, any competent banking authority; (vi) conceal its books, papers, records or assets, or refuse to submit books, papers, records, assets or other affairs for the inspection of any state or federal agency authorized to inspect them; (vii) have its status, as an institution the accounts of which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation terminated, except where such termination occurs in conjunction with the inception of such status with another comparable insurer; or (viii) if a conservator or receiver for Tenant is appointed by or at the behest of any competent banking authority; then and in any such event Landlord, at any time thereafter, may give written notice to Tenant specifying such event of default or events of default and stating that this Lease and the Term shall expire and terminate on the date specified •in such notice which shall be at least ten (10) days after the giving of such notice, and upon the date specified in such notice this Lease and the Term and all rights of Tenant under this Lease, shall expire and terminate, and Tenant shall remain liable as hereinafter provided. (b) Upon any such expiration or termination of this Lease, Tenant shall quit and peacefully surrender the Premises to Landlord, and Landlord, upon or at any such expiration or termination, may without further notice, enter upon and reenter the PL and possess and repossess itself thereof, by force, summary proceedings or otherwise, and may dispossess Tenant and remove Tenant and all other persons and property from the Premises without being liable to prosecution therefore, and may have, hold and enjoy the Premises and the rights to receive all rental income of and from the same. (c) No such expiration or termination of this Lease, or summary proceedings, abandonment or vacancy, shall relieve Tenant of its liability and obligation under this Lease, whether or not the Premises shall be relent, and Tenant covenants and agrees, in the event of any such expiration or termination of this Lease, or summary proceedings, abandonment or vacancy, to pay and be liable for, on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as would, under the term of this Lease, become due and payable if this Lease had not so expired or been terminated, or if Landlord had not entered or reentered as aforesaid, and whether the Premises be relent or remain vacant ‘in whole or in part or for a period less than the remainder of the Term, and for the whole thereof, up to but not exceeding the amount of any deficiency then existing after giving due credit for any net proceeds of any reletting after deducting all of Landlord’s reasonable expenses in connection with such reletting, including reasonable attorneys’ fees; and any suit brought to collect the amount of the deficiency for any month or other period shall not prejudice in any way the rights of Landlord to collect the amount of the deficiency for any subsequent month or other period by similar proceeding. (hd) Deleted.In the event of an assignment by operation of law under the federal Bankruptcy Code, or any state or federal bankruptcy or insolvency law (including as a result of any of the events described in paragraph (a) (5) of this Section 21) and Landlord elects not to terminate this Lease under this Section 21, the assignee shall provide Landlord with. adequate assurance of future performance of all of the terms, conditions and covenants of this Lease, which shall include, but which shall not be limited to, assumption of all the terms, covenants and conditions of this Lease by the assignee and the making by the assignee of the following express covenants to Landlord: (i) Deleted. (j) Any That assignee has sufficient capital to pay the Rent and other payments and charges due under this Lease for the entire Term, and that assignee is not in default by Lessee with respect to any under any’ other lease between (i) Lessor and Lessee, or other agreement with Landlord; and (ii) That assumption of this Lease by the assignee will not cause Landlord to be in violation or breach of any parent company provision in any other lease, financing agreement or subsidiary company or affiliate or agent of Lessor and Lessee.operating agreement relating to the Shopping Center; and (kiii) The That such assignment and assumption by the assignee will not substantially disrupt or other transfer by Lessee of substantially all of the assets used in connection with the business conducted impair any existing tenant mix in the PremisesShopping Center.

Defaults. The occurrence It shall be an event of default under this Lease if any one (1) or more of the following events shall constitute a material default occurs (each, an “Event of Default”): i. Tenant fails to pay in full, when due and breach without demand, any and all installments of Fixed Basic Rent or Additional Rent or any other charges or payments due and payable under this Lease by Lessee: whether or not herein included as rent and such failure continues for more than five (a5) The vacating or abandonment days after Tenant is given written notice of such failure provided, however, Tenant shall not be entitled to such notice and cure period more than one (1) time during the Premises by Lessee for three (3) consecutive monthsLease Term. (b) The failure by Lessee ii. Tenant violates or fails to make perform or otherwise breaches any payment of rent of any other payment required to be made by Lessee hereunderagreement, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe term, covenant, or perform any of the covenants, conditions or provisions of condition contained in this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where and such failure shall continue breach continues for a period of thirty (30) days after written following the date of Landlord’s notice hereof from Lessor of such breach. iii. Tenant abandons or vacates the Premises without notice and without having first paid to LesseeLandlord in full all Fixed Basic Rent, Additional Rent, and other charges that have become due as well as all which will become due thereafter through the end of the Term. iv. Tenant fails to furnish a Tenant Estoppel Certificate within the time period provided by Section 37. v. Tenant becomes insolvent or bankrupt in any sense or makes an assignment for the benefit of creditors or if a petition in bankruptcy or for reorganization or for an arrangement with creditors under any federal or state law is filed by or against Tenant, or a b▇▇▇ in equity or other proceeding for the appointment of a receiver or similar official for any of Tenant’s assets is commenced, or if any of the real or personal property of Tenant shall be levied upon by any sheriff, marshal, or constable; provided, however, that if any proceeding brought by anyone other than the nature parties to this Lease under any bankruptcy, reorganization arrangement, insolvency, readjustment, receivership or similar law shall not constitute an Event of Lessee’s default is Default until such that proceeding, decree, judgment, or order has continued unstayed for more than thirty sixty (3060) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) consecutive days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of any one or more of the following events shall constitute a material default and default, or breach of this Lease Lease, by Lessee: (a) The vacating or abandonment 16.1.1 Abandonment of the Premises by Lessee for three (3) consecutive months.as defined by California Civil Code section 1951.3; (b) The failure 16.1.2 Failure by Lessee to make any payment of rent of or any other payment required to be made by Lessee hereunder, as and when due provided in this Lease, where such failure shall continue for a period of ten (10) business days after three (3) days’ written notice having been given by Lessor thereof from City to Lessee.. In the event City serves Lessee with a Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes, such Notice to Pay Rent or Quit shall also constitute the notice required by this subparagraph; (c) The failure 16.1.3 Failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, any material respect where such failure shall continue for a period of thirty (30) days after written notice hereof thereof from Lessor City to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues prosecutes such cure to completion.; (i) The making 16.1.4 Making by Lessee of any general arrangement or assignment or general arrangement for the benefit of creditors; (ii) the filing by Lessee’s becoming a “debtor” as defined in 11 U.S.C. §101 or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety sixty (9060) days); (iii) the appointment of a bankruptcy trustee or receiver to take possession of all or substantially all of Lessee’s assets located at or on the Premises or of Lessee’s interest in this Lease, Lease where possession is not restored to Lessee within ninety thirty (9030) days; or (iv) the attachment, execution or other judicial seizure of all or substantially all of Lessee’s assets located at or on the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety thirty (9030) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence 12.1 If the Landlord provides to the Tenant written notice of any one a default in its obligations contained in this Lease (other than a default respecting the payment of Rent) and the Tenant does not rectify such default within ten (10) days thereafter or if more time is reasonably required to cure the default, the Tenant fails to commence curing the default forthwith upon receipt of the following events notice of default from the Landlord or thereafter fails to pursue its completion with all reasonable dispatch, the Landlord shall constitute a material be entitled to remedy such default and breach the cost to the Landlord of doing so (including an administrative fee of 15% of such costs which shall be deemed to constitute part of the Landlord's costs) together with interest thereon at the Prescribed Interest Rate from the date of default, shall be paid by the Tenant, to the Landlord forthwith upon demand therefor by the Landlord. Nothing in this section 12.1 shall replace or abrogate the Landlord's right to exercise any of its other rights hereunder which rights are in addition to those contained in this section. In the event of an emergency, the Landlord shall be entitled to proceed to remedy a default without first providing notice to the Tenant. 12.2 A default of this Lease by Lesseeshall have occurred if: .1 the tenant defaults in the payment of any Rent (aincluding, without limitation, any regularly scheduled payment on account of Additional Rent); .2 the Tenant defaults in the payment of any Additional Rent which is not a regularly scheduled payment of Additional Rent, and the default continues for a period of five (5) The vacating days following notice from the Landlord; .3 the Tenant fails to cure a default under this Lease (other than a default respecting the payment of Rent) within ten (10) days or abandonment if more time is reasonably required to cure the default, the Tenant fails to commence curing the default forthwith upon receipt of the notice of default from the Landlord or thereafter fails to pursue its completion with all reasonable dispatch; .4 any property of the Tenant becomes subject to an execution which remains outstanding for more than ten (10) days; a receiver of any property of the Tenant is appointed; the Tenant or any guarantor or indemnifier of this Lease makes an assignment for the benefit of creditors or makes any assignment or has a receiving order made against it under the Bankruptcy Act and Insolvency Act, or becoming bankrupt or insolvent makes application for relief under the provisions of any statute now or hereafter in force concerning bankrupt or insolvent debtors, or any action whatever, legislative or otherwise, is taken with a view to the winding up, dissolution or liquidation of the Tenant or any guarantor or indemnifier of this Lease; .5 any insurance policy of the Tenant or the Landlord is cancelled or not renewed by an insurer by reason of the use or occupation of the premises; .6 the Tenant makes any bulk sale or removes any substantial part of the Tenant Property from the Premises other than pursuant to a permitted Transfer or by Lessee reason of same no longer being required for the conduct of the Tenant's business provided that other Tenant Property of equal or greater value and utility is contemporaneously substituted therefor; .7 the Tenant defaults in its obligations in any other lease between the Landlord and the Tenant; .8 re-entry is permitted under any other provision of this Lease or in law. 12.3 In the event of the occurrence of a default as defined in section 12.2.4, at the option of the Landlord the Term shall become forfeited and void, and the Landlord may without notice or any form of legal process whatsoever forthwith re-enter the Premises, anything contained in any statute or law to the contrary notwithstanding, and may expel all persons and remove all property from the Premises. In addition to the foregoing, in the event of a default described in Section 12.2.4, the Landlord shall be entitled to receive the then current month's Rent together with Rent for the three (3) consecutive monthsmonths next ensuing which shall immediately become due and payable. (b12.4 a) The failure by Lessee to make any payment of rent of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any If upon the expiration of the covenantsTerm, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph within fourteen (b) above, where such failure shall continue for a period of thirty (3014) days after written notice hereof termination of the Term by reason of default or other reason, the Tenant has not removed from Lessor the Premises all Tenant Property which it is permitted to Lessee; providedremove, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee Tenant Property shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion.notwithstanding; (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; Laws (including, without limitation, Common Law); ii) any protestations of the filing by Tenant to the contrary, written or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (otherwise; iii) any discussions or negotiations between the appointment of Landlord and the Tenant or any other party to the contrary that have not been reduced to a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) daysWritten agreement; or (and iv) the attachmentvalue of the Tenant Property in question, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises option of the Landlord, be irrevocably deemed to have been abandoned and immediately become the property of the Landlord without the Landlord having to pay any compensation therefor to the Tenant or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given other Person and without the need for any notice to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunderthe Tenant, and any of themthe Landlord may, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from enter the Premises for three (3) consecutive months. (g) The failure by Lessee and remove such Tenant Property, without incurring any liability to move into the Tenant or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and LesseePerson sell, destroy, dispose of, transfer or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lesseeuse the Tenant Property. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence a. In the event Seller shall default in performing any of its obligations under this Agreement, or if prior to Closing any one or more of the following events shall constitute a Seller’s representations or warranties are breached in any material respect and Seller fails to cure such default and or breach of this Lease by Lessee: (a) The vacating or abandonment of the Premises by Lessee for within three (3) consecutive monthsbusiness days following receipt of written notice from Buyer, then Buyer shall be entitled to (i) terminate this Agreement and receive a refund of the Deposit, (ii) bring an action for specific performance or (iii) exercise any and all other rights or remedies available to Buyer at law or in equity. If Buyer elects to terminate this Agreement under clause (i) above, then upon ▇▇▇▇▇’s receipt of the Deposit, this Agreement shall terminate and neither Seller nor Buyer shall have any further rights, duties, obligations, or liabilities under this Agreement, except for those rights, duties, obligations and liabilities that are expressly stated to survive the termination of this Agreement. (b) The failure by Lessee b. In the event Buyer fails to make any payment of rent of any other payment required close on the date in which the Closing is scheduled to be made by Lessee hereunder, as occur and when due after fails to cure such default within three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) business days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lesseethereof, the same is dismissed within ninety (90) days); (iii) Deposit shall be forfeited by Buyer and the appointment of a trustee or receiver sum thereof shall go to take possession of substantially all of LesseeSeller as liquidated damages and as Seller’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution sole and exclusive remedy and Buyer shall have no further or other judicial seizure of substantially all of Lessee’s assets located at the Premises liability under or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premisesthis Agreement, SELLER AND BUYER HEREBY AGREEING THAT SELLER’S ACTUAL DAMAGES, IN SUCH EVENT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE, AND THEREFORE, EACH OF SELLER AND BUYER ACKNOWLEDGES THAT THE AMOUNT OF THE DEPOSIT TO BE PAID TO SELLER HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AND THAT PAYMENT OF SUCH AMOUNT TO SELLER AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY.

Defaults. The occurrence of any Any one or more of the following events shall constitute a material default and breach be an “Events of this Lease Default” by LesseeTenant: A. Subtenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Subtenant asking reorganization of Subtenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (a60) The vacating or abandonment days from the date of the entry or granting thereof; or B. Subtenant shall institute any proceedings for relief of Subtenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Subtenant or any of the property of Subtenant; or shall admit in writing its inability to pay its debts as they become due; or the Premises are levied on by Lessee for three any revenue officer or similar officer; or a decree or order appointing a receiver of the property of Subtenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (360) consecutive months.days from the date of entry of granting thereof; or (b) The failure by Lessee to C. Subtenant shall make any payment of rent of any Monthly Rent or other payment sum required to be made by Lessee hereunderSubtenant hereunder within ten (10) days of when due; or D. Subtenant shall default in securing insurance or providing evidence of insurance required under this Sublease and either such default shall continue for ten (10) days after notice thereof in writing to Subtenant; or E. Subtenant shall, as by its act or omission, cause a default under the Prime Lease and when due after three (3) days’ notice having been given such default is not cured within the time, if any, permitted for such cure by Lessor to Lessee.the Prime Lease; or (c) The failure by Lessee to observe or perform F. Subtenant shall default in any of the covenantsother covenants and agreements herein, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where and such failure default shall continue for a period of thirty (30) days after written notice hereof from Lessor thereof in writing to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completionSubtenant. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence If Lessee shall default in the payment of any one rent herein reserved or more in the performance of any of its obligations under this lease, and if the following events Lessor shall constitute a material give the Lessee notice in writing of such default and breach of this Lease by Lessee: (a) The vacating or abandonment of Lessee shall fail to cure the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee to make any payment of rent of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of default within thirty (30) days after the date of receipt of such notice or if the default should be of such character as to require more than thirty (30) days to cure and Lessee shall fail to use reasonable diligence in curing such default, then and in any such event the Lessor may at Lessor's option, terminate this lease. In the event (a) Lessee shall cease its operations on the leased premises for a period of six (6) months, or (b) Lessee should abandon the leased premises, then Lessor may, at its election terminate this lease by written notice hereof from Lessor thereof to Lessee; provided, however, that if the nature should Lessee's cessation of Lessee’s default is such that more than thirty (30) days are reasonably required for its cureoperations be due to acts of God, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unlessstrikes, in the case of a petition filed against Lesseewar, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Leaseforce majeure, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at causes beyond the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee reasonable control of Lessee, then (unless such termination is authorized by other provisions of this lease) during such period or cessation, Lessor may not cancel this lease. Upon such termination hereinabove described, Lessor may reenter the leased premises without further notice or demand without being in any subtenant of lesseematter liable therefor, and Lessor may hold the leased premises free from any successor in interest of Lessee of any guarantor further liability as may have arisen theretofore, or Lessor may enter the leased premises as aforesaid and, as agent of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from relet the Premises same for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement balance of the term of this Lease. lease or for a shorter or longer term and may receive the rent therefor, and apply the same first to the payment of the expense of such reletting and second to the payment of rent due and to become due by this lease, Lessee remaining liable for and agreeing to pay any deficiency. The filing of any petition of bankruptcy or insolvency, or for reorganization under the Bankruptcy Act, or an assignment for the benefit of the creditors by Lessee unless the foregoing events be vacated, cancelled or nullified within a period of sixty (h60) Deleted. (i) Deleted. (j) Any days, shall constitute a default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent under the terms of Lessor and Lesseethis lease. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of any Any one or more of the following events shall constitute be considered a material -------- "Subtenant Event of Default" hereunder: --------------------------- A. If Subtenant shall default and breach of this Lease by Lessee: (a) The vacating or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee to make in any payment of rent of any other payment Rent required to be made by Lessee hereunderSubtenant hereunder when due as herein provided and such default shall continue for five (5) days after the date that such payment became due and payable; or B. If Subtenant breaches Section 6 of this Sublease; or --------- C. If Subtenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Subtenant asking reorganization of Subtenant under the federal bankruptcy laws as now or hereafter amended, or under the laws of any state, shall be entered, and when due after three any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (360) days’ notice having been given by Lessor days from the date of the entry or granting thereof; or D. Subtenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to Lessee.be pursuant to the federal bankruptcy laws now or hereafter amended, or Subtenant shall institute any proceedings for relief of Subtenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or (c) The failure by Lessee E. If Subtenant shall make any assignment for the benefit of creditors or shall apply for or consent to observe the appointment of a receiver for Subtenant or perform any of the covenantsproperty of Subtenant; or F. If Subtenant shall admit in writing its inability to pay its debts as they become due; or G. If the Subleased Premises are levied on by any revenue officer or similar officer; or H. If a decree or order appointing a receiver of the property of Subtenant shall be made and such decree or order shall not have been vacated, conditions stayed or provisions set aside within sixty (60) days from the date of entry or granting thereof; or I. If Subtenant shall abandon the Subleased Premises during the Term hereof; or J. If Subtenant shall default in securing insurance or in providing evidence of insurance as set forth in Section 9 of this Lease Sublease or shall --------- default with respect to be observed or performed by Lessee, other than described lien claims as set forth in paragraph (b) above, where Section 20 of ---------- [OSD and PBI Share Space] this Sublease and either such failure default shall continue for five (5) days after notice thereof in writing to Subtenant; or K. If Subtenant shall, by its act or omission to act, cause a period default under the Prime Lease and such default shall not be cured within the time, if any, permitted for such cure under the Prime Lease; or L. If Subtenant shall default in any of the other covenants and agreements herein contained to be kept, observed and performed by Subtenant, and such default shall continue for thirty (30) days after written notice hereof from Lessor thereof in writing to Lessee; providedSubtenant, however, that or if the nature of Lessee’s such default is of a nature that it cannot be completely remedied within such that more than thirty (30) days are reasonably required for its cure30)-day period, then Lessee shall if Subtenant does not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period promptly institute and thereafter diligently pursues such cure prosecute to completioncompletion all steps necessary to remedy the default after receipt of notice thereof. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach an “Event of this Lease by LesseeDefault”: (a) The vacating Borrower shall fail to pay any interest with respect to the Revolving Notes or abandonment of the Premises by Lessee for three (3) consecutive monthsTerm Notes or any Commitment Fee or Term Out Fee in accordance with the terms hereof within 10 days after such payment is due. (b) The failure by Lessee Borrower shall fail to make pay any payment of rent of any other payment required principal with respect to be made by Lessee hereunder, as and the Revolving Notes or the Term Notes in accordance with the terms thereof on the date when due after three (3) days’ notice having been given by Lessor to Lesseedue. (c) The failure Any representation or warranty made by Lessee the Borrower herein or hereunder or in any certificate or other document furnished by the Borrower hereunder shall prove to observe have been incorrect when made (or perform deemed made) in any respect that is materially adverse to the interests of the covenants, conditions Lenders or provisions of this Lease to be observed or performed by Lessee, other than described their rights and remedies hereunder. (d) Except as specified in paragraph (a) and (b) above, where the Borrower shall default in the performance of, or breach, any covenant of the Borrower with respect to this Agreement, and such failure default or breach shall continue for a period of thirty (30) days after there has been given, by registered or certified mail, to the Borrower by the Agent a written notice hereof from Lessor specifying such default or breach and requiring it to Lesseebe remedied. (e) An event of default as defined in any mortgage, indenture, agreement or instrument under which there is issued, or by which there is secured or evidenced, any Indebtedness (other than in respect of Hedge Agreements) of the Borrower in a principal amount not less than $100,000,000 shall have occurred and shall result in such Indebtedness becoming or being declared due and payable prior to the date on which it otherwise would become due and payable, or an event of default or a termination event as defined in any Hedge Agreement shall have occurred and shall result in a net payment obligation of the Borrower thereunder of not less than $100,000,000 in aggregate for all such Hedge Agreements; provided, however, that if such event of default shall be remedied or cured by the nature Borrower, or waived by the holders of Lessee’s such Indebtedness, within twenty days after the Borrower has received written notice of such event of default is such that more than thirty (30) days are reasonably required for its cureand acceleration, then Lessee the Event of Default hereunder by reason thereof shall not be deemed likewise to be in default if Lessee commenced such cure within said thirty (30) day period have thereupon been remedied, cured or waived without further action upon the part of either the Borrower or the Agent and thereafter diligently pursues such cure to completionLenders. (f) Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) The making by Lessee relief against the Borrower or the Broker Subsidiary, or against all or a substantial part of the property of either of them, under Title 11 of the United States Code or any general assignment other federal, state or general arrangement for the benefit of creditors; foreign bankruptcy, insolvency, reorganization or similar law, (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee receiver, liquidator, assignee, custodian, trustee, sequestrator or receiver to take possession similar official for the Borrower or the Broker Subsidiary or for all or a substantial part of substantially all the property of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any either of them, was materially false. or (fiii) The removal by Lessee the winding-up or liquidation of substantially all of Lessee’s furniture from the Premises Borrower or the Broker Subsidiary; and, in any such case, such involuntary proceeding or involuntary petition shall continue undismissed for three (3) consecutive months60 days, or, before such 60-day period has elapsed, there shall be entered an order or decree ordering the relief requested in such involuntary proceeding or involuntary petition. (g) The failure Borrower or the Broker Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under such law, or shall consent to the appointment of or taking possession by Lessee to move into a receiver, liquidator, assignee, custodian, trustee, sequestrator (or take possession similar official) of the Premises within fifteen (15) days after Borrower or Broker Subsidiary or for any substantial part of its respective properties, or shall make any general assignment for the commencement benefit of creditors, or shall fail generally to pay its respective debts as they become due or shall take any corporate action in furtherance of any of the term of this Leaseforegoing. (h) DeletedA final judgment or judgments for the payment of money in excess of $100,000,000 in the aggregate shall be entered against the Borrower by a court or courts of competent jurisdiction, and the same shall not be discharged (or provisions shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Borrower shall not, within said period of 30 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal. (i) Deleted. At any time after a Change in Control, the Borrower fails to maintain at least one of the following credit ratings for its Senior Medium-Term Notes, Series A: (ja) Any default BBB- (or better) by Lessee with respect to any other lease between (i) Lessor and LesseeStandard & Poor’s Ratings Service, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., or (iib) any parent company Baa3 (or subsidiary company or affiliate or agent of Lessor and Lessee. (kbetter) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.▇▇▇▇▇’▇ Investors Service, Inc.

Defaults. The occurrence of any one or more of the following events A default by Tenant shall constitute a material default be deemed to have occurred hereunder, if and breach of this Lease by Lesseewhenever: (a) The vacating or abandonment any Minimum Rent is in arrears by the fifth of the Premises month, whether or not any notice or demand for payment has been made by Lessee for three (3) consecutive months. Landlord; (b) The failure by Lessee to make any payment of rent of any other payment required to be made by Lessee hereunder, as Additional Rent is in arrears and when due after three is not paid within five (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (305) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making demand by Lessee of any general assignment or general arrangement for the benefit of creditorsLandlord; (iic) the filing by or against Lessee Tenant has breached any of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest its obligations in this Lease, where possession is not restored Lease (other than the payment of Rent) and Tenant fails to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where remedy such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises breach within fifteen (15) days (or such shorter period as may provided in this Lease), or if such breach cannot reasonably be remedied within fifteen (15) days (or such shorter period), if Tenant fails to immediately commence to remedy and thereafter proceed diligently to remedy such breach, in each case after notice in writing from Landlord; then Tenant will be in default of this Lease; (d) Tenant or any Guarantor becomes bankrupt or insolvent or makes any proposal, assignment or arrangement with its creditors, or any steps are taken or proceedings commenced by any person for the commencement dissolution, winding-up or other termination of Tenant's existence or the liquidation of its assets; (e) a trustee, receiver, or like person is appointed with respect to the business or assets of Tenant or any Guarantor; (f) Tenant makes a sale in bulk of all or a substantial portion of its assets other than in conjunction with a transfer approved by (g) this Lease or any of Tenant's assets are taken under a writ of execution; (h) Tenant proposes to make a transfer other than in compliance with the provisions of this Lease; (i) Tenant abandons or attempts to abandon the Premises or the Premises become vacant, unoccupied or not open for business during the required hours pursuant to Article VIII hereof, for a period of five (5) consecutive days or more without the consent of Landlord; (j) any of Landlord's policies of insurance with respect to the Office Building are actually or threatened to be cancelled or adversely changed as a result of any use or occupancy of the Premises; or (k) any obligations of Tenant or any Guarantor owing to Landlord, whether or not related to this Lease and however arising (whether by operation of law, contract, acquired or otherwise) shall be in default. (I) The Tenant is restricted from using the demised premises for the purposes of telemarketing. The total number of occupants in the demised premises is not to exceed more than ten people, at any time during the term of this Leasethe lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The (a) Any of the following events shall be deemed an "EVENT OF DEFAULT" under this Lease: (i) if Tenant fails to make any payment of Rent on the due date thereof; or (ii) if Tenant breaches any other covenant of this Lease; or (iii) if Tenant becomes involved in a legal proceeding which results in the levy of execution on or the acquisition of Tenant's leasehold interest created hereunder by a trustee in bankruptcy, receiver, assignee or other legal officer appointed in any insolvency or creditors' proceedings; or (iv) if Tenant vacates, surrenders or abandons all or any part of the Premises; or (v) if any lien, judgment, writ, assessment, charge, attachment or execution is filed against Landlord's or Tenant's interest in the Lease or the Premises and/or the fixtures, improvements and furnishings located therein. (b) Upon the occurrence of any one or more Events of Default, Landlord may serve a written ten (10) day notice upon Tenant specifying the nature of said default and upon the expiration of said ten (10) day period, if Tenant has failed to remedy such Event of Default, then Landlord may serve a written three (3) day notice of cancellation of this Lease upon Tenant, and upon the expiration of said three (3) day period, this Lease and the term hereunder shall end and expire as fully and completely as if the expiration of said three (3) day period were the day herein definitely fixed for the end and expiration of this Lease and the Term hereof and Tenant shall then quit and surrender the Premises to Landlord in the condition required hereunder, but Tenant shall remain liable as hereinafter provided. (c) If the notice provided for under Paragraph 19(b) above, shall be given, and the Term hereof shall expire as aforesaid, then and in any such event, Landlord may, without notice, re-enter the Premises either by force or otherwise and dispossess Tenant by summary proceeding or otherwise, and may remove all persons, fixtures and chattels therefrom and Landlord shall not be liable for any damages resulting therefrom and Tenant hereby waives the service of notice of intention to re-enter, retake or commence legal proceeding to that end. Such re-entry and repossession shall not work a forfeiture of the Rent to be paid and the covenants to be performed by Tenant during the full Term of this Lease. Upon such repossession of the Premises, Landlord shall be entitled to recover, as liquidated damages and not as a penalty, a sum of money equal to the present value of the Rent provided herein to be paid by Tenant to Landlord for the remainder of the Term, less the present value of the fair rental value of the Premises for said period, such present value to be computed in each case on the basis of a four (4%) percent per annum discount. Upon the happening of any one or more of the following events Events of Default, Landlord may repossess the Premises by forcible entry or detainer suit, or otherwise, without demand or notice of any kind to Tenant (except as hereinabove expressly provided for) and without terminating this Lease, in which event Landlord may relet all or any part of the Premises for such rent and upon such terms as shall constitute be satisfactory to Landlord (including the right to relet the Premises for a material default and breach term greater or lesser than that remaining under the Term of this Lease or otherwise). For the purpose of such reletting, Landlord may decorate or make any repairs, changes, alterations or additions in or to the Premises that may be necessary or convenient. If Landlord does not relet the Premises, Tenant shall pay to Landlord on demand, as liquidated damages and not as a penalty, a sum equal to the amount of Rent herein to be paid by Lessee: (a) The vacating or abandonment Tenant for the remainder of the Lease Term. If the Premises are relet and a sufficient sum shall not be realized from such reletting after paying all of the expenses of such decorations, repairs, changes, alterations, or additions, the expenses therefrom (including but not by Lessee for three (3) consecutive monthsway of limitation, reasonable attorneys' fees and brokers' commissions), to pay the remainder of the Rent to be paid by Tenant over the Lease term, Tenant shall pay to Landlord on demand any deficiency. (bd) The failure Suit or suits for the recovery of such damages, or any installments thereof, may be brought by Lessee Landlord from time to make any payment of rent of any other payment required time at its election, and nothing contained herein shall be deemed to be made by Lessee hereunder, as and require Landlord to postpone suit until the date when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions Term of this Lease would have expired or limit or preclude recovery by Landlord against Tenant of any sums or damages which, in addition to be observed or performed by Lessee, other than described in paragraph (b) the damages particularly provided above, where such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not Landlord may lawfully be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making entitled by Lessee reason of any general assignment or general arrangement for default hereunder on the benefit part of creditors; (ii) Tenant. All the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement remedies hereinbefore given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor Landlord and all rights and remedies given to it at law and in interest of Lessee of any guarantor of Lessee’s obligations hereunder, equity shall be cumulative and any of them, was materially falseconcurrent. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence (a) In the event Seller shall default in performing any of its obligations under this Agreement, or if prior to Closing any one or more of the following events shall constitute a material Seller’s representations or warranties are materially breached and Seller fails to cure such default and or breach of this Lease by Lessee: (a) The vacating or abandonment of the Premises by Lessee for within three (3) consecutive monthsbusiness days following receipt of written notice from Buyer (which notice may be given by email pursuant to Section 18 hereof), then Buyer shall be entitled to (i) terminate this Agreement and receive a refund of the Deposit and Seller shall reimburse Buyer for all out-of-pocket costs and expenses incurred by Buyer in connection with this Agreement and the transaction contemplated hereby, including, without limitation, all due diligence costs, legal fees and costs in procuring financing; provided that Buyer shall provide Seller copies of invoices and evidence of payment of such costs; or (ii) bring an action for specific performance. If Buyer elects to terminate this Agreement under clause (i) above, then this Agreement shall terminate, the Deposit shall be paid to Buyer, and neither Seller nor Buyer shall have any further rights, duties, obligations, or liabilities under this Agreement, except for those rights, duties, obligations and liabilities that are expressly stated to survive the termination of this Agreement. (b) The failure by Lessee In the event Buyer fails to make any payment of rent of any other payment required close on the date in which the Closing is scheduled to be made by Lessee hereunder, as occur and when due after fails to cure such default within three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) business days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lesseethereof, the same is dismissed within ninety (90) days); (iii) Deposit shall be forfeited by Buyer and the appointment of a trustee or receiver sum thereof shall go to take possession of substantially all of LesseeSeller as liquidated damages and as Seller’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution sole and exclusive remedy and Buyer shall have no further or other judicial seizure of substantially all of Lessee’s assets located at the Premises liability under or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premisesthis Agreement, SELLER AND BUYER HEREBY AGREE THAT SELLER’S ACTUAL DAMAGES, IN SUCH EVENT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE, AND THEREFORE, EACH OF SELLER AND BUYER ACKNOWLEDGES THAT THE AMOUNT OF THE DEPOSIT TO BE PAID TO SELLER HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AND THAT PAYMENT OF SUCH AMOUNT TO SELLER AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY.

Defaults. The (a) A default (“Default”) under this Note shall mean the occurrence of any one “Default” under the Loan Agreement, the Mortgage or more any other Loan Document. Upon the occurrence and during the continuance of any Default, Administrative Agent on behalf of the following events Lenders shall constitute a material default have the right, among other things, to declare the unpaid principal balance and breach of accrued but unpaid interest on this Lease by Lessee: Note, and all other amounts due hereunder and under the other Loan Documents, immediately due and payable (aand upon such declaration, the same shall be immediately due and payable) The vacating or abandonment (in each case, to the extent such amounts do not automatically become immediately due and payable pursuant to the provisions of the Premises by Lessee for three (3) consecutive monthsLoan Agreement); to foreclose any liens and security interests on any Collateral; and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or at Law or in equity. (b) The failure by Lessee All of the rights, remedies, powers and privileges of Administrative Agent and Lenders provided for in the Loan Document, at law or in equity (together, “Rights”) are cumulative of each other, and no Right conferred upon or reserved to make any payment of rent Administrative Agent and/or Lenders is intended to be exclusive of any other payment required Rights. No delay or omission of Administrative Agent or Lenders to exercise any Right accruing upon the happening of a Default shall impair any such Right or shall be construed to be made a waiver of any such Default or any acquiescence therein. No delay or omission on the part of Administrative Agent or Lenders to exercise any option for acceleration of the maturity of the Indebtedness, or for foreclosure of any Mortgage following any Default as aforesaid, or any other option granted to Administrative Agent and Lenders under the Loan Documents in any one or more instances, or the acceptances by Lessee hereunderAdministrative Agent or Lenders of any partial payment on account of the Indebtedness, as shall constitute a waiver of any such Default, and when due after three (3) days’ notice having been given by Lessor each such option shall remain continuously in full force and effect. No Right herein conferred upon or reserved to Lessee. (c) The failure by Lessee Administrative Agent and/or Lenders is intended to observe or perform be exclusive of any other Rights provided for in any of the covenantsother Loan Documents. The resort to any Right shall not prevent the concurrent or subsequent employment of any other Right or preclude any other or further exercise thereof. Every Right may be pursued separately, conditions successively or provisions of this Lease to be observed or performed by together against each Borrower, Operating Lessee, other Guarantor or any Collateral or any part thereof, and every Right may be exercised from time to time as often as may be deemed expedient by the Required Lenders. Without limiting the generality of the foregoing provisions, the acceptance by Administrative Agent or any Lender from time to time of any payment under the Loan Documents which is past due or which is less than described the payment in paragraph (b) abovefull of all amounts due and payable at the time of such payment, where such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee constitute a waiver of or impair or extinguish the exercise of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located Right at the Premises time or of Lessee’s interest in this Leaseat any subsequent time, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that nullify any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee prior exercise of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lesseesuch Right, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all constitute a waiver of the assets used requirement of punctual payment and performance or a novation in connection with the business conducted in the Premisesany respect.

Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Lessee: (a) The vacating If Borrower or abandonment any Intermediate Manager shall default in the performance or observance of any material term, covenant or condition of any Intermediate Management Agreement or any Property Management Agreement on the part of Borrower or any Intermediate Manager to be performed or observed, then, without limiting Lender’s other rights or remedies under the Loan Documents, and without waiving or releasing Borrower or Intermediate Manager from any of its Obligations hereunder or under any Intermediate Management Agreement or any Property Management Agreement, Lender shall have the right in the manner provided pursuant to an Assignment of Property Management Agreement, but shall be under no obligation, to pay any sums or to perform any act as may be appropriate to cause all of the Premises by Lessee for three (3) consecutive monthsmaterial terms, covenants and conditions of such Property Management Agreement on the part of the Borrower or Intermediate Manager, as applicable, to be performed or observed. (b) The failure by Lessee to make any payment of rent If Borrower shall default in the performance or observance of any other payment required material term, covenant or condition of any Franchise Agreement or the Beverage Concession Agreement on the part of Borrower to be made by Lessee hereunderperformed or observed, then, without limiting Lender’s other rights or remedies under the Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under any Franchise Agreement or the Beverage Concession Agreement, as applicable, Lender shall have the right in the manner provided pursuant to an Assignment of Franchise Agreement and when due after three (3) days’ notice having been given by Lessor the Assignment of Beverage Concession Agreement, as applicable, but shall be under no obligation, to Lessee. (c) The failure by Lessee pay any sums or to observe or perform any of the covenants, conditions or provisions of this Lease act as may be appropriate to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially cause all of the assets used in connection with material terms, covenants and conditions of such Franchise Agreement or the business conducted in Beverage Concession Agreement on the Premisespart of the Borrower to be performed or observed.

Defaults. The occurrence of Subtenant agrees that any one or more of the following events shall constitute a material default and breach be considered Events of this Lease by LesseeDefault as said term is used herein: A. Subtenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Subtenant asking reorganization of Subtenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (a60) The vacating or abandonment days from the date of the entry or granting thereof; or B. Subtenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or under the laws of any State, or Subtenant shall institute any proceedings for relief of Subtenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Subtenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Subtenant or any of the property of Subtenant; or D. Subtenant shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by Lessee for three any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Subtenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (360) consecutive months.days from the date of entry or granting thereof; or (b) The failure by Lessee to make G. Subtenant shall abandon the Premises during the Term hereof; or H. Subtenant shall default in any payment of rent of any other payment Rent required to be made by Lessee hereunder, as and Subtenant hereunder when due as herein provided and such default shall continue for seven (7) days after three the date when due; or I. Subtenant shall default in securing insurance or in providing evidence of insurance as set forth in Section 11 of this Sublease or shall default with respect to lien claims as set forth in Section 20 of this Sublease and either such default shall continue for five (35) days’ days after notice having been given thereof in writing to Subtenant; or J. Subtenant shall, by Lessor its act or omission to Lessee.act, cause a default under the Prime Lease and such default shall not be cured within the time, if any, permitted for such cure under the Prime Lease; or (c) The failure by Lessee to observe or perform K. Subtenant shall default in any of the covenants, conditions or provisions of this Lease other covenants and agreements herein contained to be kept, observed or and performed by LesseeSubtenant, other than described in paragraph (b) above, where and such failure default shall continue for a period of thirty (30) days after written notice hereof from Lessor thereof in writing to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completionSubtenant. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. In case the purchaser commits default in observing the convenants herein within time, then and on such event this agreement shall stand terminated and all rights and claims of the purchaser against the Developer, the Association, the premises and /or the said unit shall stand extinguished. The occurrence said unit, the undivided share and all other rights and interest of the purchaser in the premises and every part thereof shall also stand forfeited and/or vested in the Developer and the Developer shall be entitled to forfeit 10% of the total consideration mentioned herein, and the Developer shall also be entitled and/or transfer all rights and interest as aforesaid in his own favour and/or in favour of nominees without in anyway becoming liable to the purchaser. 13.1 Immediately upon termination or forfeiture as aforesaid the purchaser shall hand over vacant possession to the Developer of the said unit and all other parts in its possession of the premises and shall, until such delivery of possession, pay to the Developer profits and/or damages to be calculated at the market letting value of the said unit. In case the said unit be occupied by any one else, then such tenant or more other occupant shall become liable to pay the Developer the rent, licence fees and all other amounts whatsoever becoming payable by him in respect of the following events said unit and the purchaser shall constitute a material not claim, demand or receive any such payment or obstruct in Developer‟s collecting the same. 13.2 Without prejudice to the aforesaid the Developer and upon its formation the Association shall also be entitled to withhold all utilities and facilities to the purchaser and/or the unit including electricity, water supply, lift and/or other services during the time the purchaser is in defaults. 13.3 In case the Developer condones the default and breach of this Lease by Lessee: (a) The vacating or abandonment of the Premises purchaser then in such event, the purchaser shall along with such dues and/or arrears, any compensation for the loss and/or damages suffered by Lessee for three (3) consecutive months. (b) The failure by Lessee to make any the Developer and also interest at the rate of 21% per annum upto 60 days of delay from the respective due dates on all amounts remaining unpaid. Delay in payment of rent of any installments and all other payment required to be made by Lessee hereunder, as and when dues beyond 60 days from the respective due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee dates shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the condoned. In case of a petition filed against Lesseesuch delay, the same is dismissed within ninety (90) days); (iii) allotment may be cancelled. In case of such cancellation Builder shall deduct applicable service charge and the appointment of a trustee allottes shall have no right and or receiver to take possession of substantially all of Lessee’s assets located at lien on the Premises flat. The Total deposit or of Lessee’s installments paid by the allottee will be refunded without any interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession after deduction of the Premises within fifteen (15) days after the commencement of the term of this Leaseapplicable service charge. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. Tenant will be in default under this Lease if (a) Tenant fails to pay any Rent when due, or (b) Tenant fails to perform any other obligation under this Lease, or (c) a Financial Distress Default (defined in Section 25.8) occurs (an “Event of Default”, provided, however, a default that is curable under Section 25.2 below (a “Curable Default”) will not be an Event of Default during the applicable cure period (set forth in Section 25.2 below)). Except for Late Charges and Default Interest due under Section 10.4, Owner agrees that it will not invoke its remedies under this Section 25.1 if Tenant cures a Curable Default within the applicable cure period. If a Curable Default occurs and Tenant fails to cure the default within the applicable cure period, Owner may, immediately or at any time thereafter, and without preventing Owner from exercising any other right or remedy, (i) elect to terminate this Lease by notice, by lawful entry or otherwise, whereupon Owner will be entitled to recover possession of the Premises from Tenant and those claiming through or under Tenant and (ii) accelerate the payment of all Base Rent payable by Tenant for the balance of the Term and upon any election the sums will be immediately due and payable in full. In addition, Owner may require Tenant to pay to Owner a fee of $300 for each Curable Default not cured within the applicable cure period, and the fee will be Additional Rent immediately due and payable. The occurrence fee is intended to compensate Owner for the additional time and effort required to address Tenant’s default of this Lease Termination of this Lease and any repossession will be without prejudice to any remedies Owner has for Rent or for a prior breach of any of the provisions of this Lease. In case of termination, Tenant will be liable to Owner for all costs and expenses including the amounts due under Sections 25.3 and 25.4. Each right and remedy provided Owner in this Lease is cumulative and in addition to every other right or remedy provided in this Lease, or now or hereafter existing at law, in equity, by statute or otherwise. The exercise by Owner of any one or more of its rights or remedies will not preclude the following events shall constitute a material default and breach simultaneous or later exercise by Owner of any or all other rights or remedies. When this Lease requires service of a notice, that notice will replace rather than supplement any equivalent or similar statutory notice. When a statute requires service of a notice in a particular manner, service of that notice (or a similar notice required by Lessee: (athis Lease) The vacating or abandonment of in the Premises manner required by Lessee for three (3) consecutive months. (b) The failure by Lessee to make any payment of rent of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period will replace and satisfy the statutory service of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completionprocedures. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Lessee: (a) The vacating This Lease is upon the condition that if Tenant shall neglect or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee fail to make any payment of rent of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to perform or observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure Tenant’s covenants herein and said breach shall continue for a period of thirty (30) days after written notice hereof of the same from Lessor Landlord to LesseeTenant; or if such breach is the failure to pay rent, then ten (10) days after such written notice; or if the leasehold hereby created shall be taken on execution or by other process of law; or if any assignment shall be made of Tenant’s property for the benefit of creditors; or if a petition is filed by Tenant under any bankruptcy law; or if a petition is filed against Tenant under any bankruptcy law and the same shall not be dismissed within thirty (30) days from the date upon which it is filed, then, and in any of said cases, Landlord lawfully may then enter, or at any time thereafter and without demand or notice, upon the Leased Premises or any part thereof in the name of the holder, and repossess the same as Landlord’s former estate and expel Tenant and those claiming through or under Tenant and remove its effects, forcibly if necessary, without being guilty of any manner of trespass and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and, upon such entry, this Lease shall terminate. (b) In case of any such termination, Tenant will indemnify Landlord each month against all loss of rent and all obligation which Landlord may incur by reason of any such termination between the time of termination and the expiration of the Term of the Lease; or at the election of Landlord, exercised at the time of the termination or at any time thereafter, Tenant will indemnify Landlord each month until the exercise of the election against all loss of rent and other obligations which Landlord may incur by reason of such termination during the period between the time of the termination and the exercise of the election, and upon the exercise of the election Tenant will pay to the Landlord as damages such amount as at the time of the exercise of the election represents the amount by which the rental value of the Leased Premises for the period from the exercise of the election until the expiration of the term shall be less than the amount of rent and other payments provided herein to be paid by Tenant to Landlord during said period. It is understood and agreed that at the time of the termination or at any time thereafter Landlord may rent the Leased Premises, and for a term which may expire after the expiration of the term of this Lease, provided, however, that if said premises are rented as aforesaid then the nature amount of Lessee’s default is rent received in such that more than thirty (30) days are reasonably required case shall be applied to reduce Tenant's liability for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement rent under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest that Tenant shall be liable for any expenses incurred by Landlord in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take connection with obtaining possession of the Leased Premises, with removing from the Leased Premises within fifteen property of Tenant and persons claiming under it (15) days after including warehouse charges), with putting the commencement Leased Premises into good condition for reletting, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees, and that any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Tenant to Landlord. Landlord shall use reasonable efforts to relet the term of Leased Premises in this Leaseregard. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of If: (i) Tenant fails to pay any one or more of the following events shall constitute a material default and breach of amount due under this Lease by Lessee: within 10 days after written notice from Lessor, (aii) The vacating or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee Tenant fails to make any payment of rent of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe keep or perform any of the covenantsother terms, conditions or provisions covenants of this Lease to be observed or performed by Lessee, other for more than described in paragraph (b) above, where 30 days after notice of such failure shall continue have been given to Tenant (provided that where a cure is not reasonably possible within that period Tenant shall be entitled to additional time to effect a cure, so long as Tenant promptly commences acts reasonably calculated to effect a cure and thereafter diligently prosecutes those acts to completion), (iii) any proceeding is begun by or against Tenant to subject the assets of Tenant to any bankruptcy or insolvency law or for an appointment of a receiver of Tenant or for any of Tenant's assets and is not discharged or dismissed within 90 days, or (iv) Tenant makes a general assignment of Tenant's assets for the benefit of creditors, then Lessor may, with or without terminating this Lease, cure the default and charge Tenant all reasonable out-of-pocket costs and expenses of doing so, and Lessor also may reenter the Premises, remove all persons and property, and regain possession of the Premises through any and all legal means, without waiver or loss of any of Lessor's rights under this Lease, including Lessor's right to payment of Monthly Rent. Lessor also may terminate this Lease as to all future rights of Tenant, without terminating Lessor's right to payment of Monthly Rent and other charges due under this Lease. If this Lease or Tenant's right to possession of the Premises has been terminated under this Section, Tenant shall have the right to seek and propose to Lessor prospective tenants to lease the Premises from Lessor or to occupy the Premises under an assignment of this Lease or a sublease, as the case may be. If Tenant makes such a proposal and this Lease is then in effect, the provisions of Section 22 will apply. If this Lease has been terminated by reason of Tenant's default, and Tenant proposes a new lease by Lessor to a tenant obtained by Tenant, Lessor will give its good faith consideration to leasing all or a portion of the Premises to that prospective tenant. Any amount payable by one party to the other pursuant to the terms of this lease shall bear interest at the rate of 12% per annum from the date payment to the other party was due, and shall be paid together with such interest, within the time period specified in this Lease for such payment (or, if no such time period is specified, within 30 days). Tenant shall give Lessor written notice of thirty (30) any default by Lessor under this Lease. Lessor shall have 30 days after written Lessor's receipt of Tenant's default notice hereof from Lessor to Lessee; cure such default' provided, however, that if such a nonmonetary default cannot reasonably be cured within 30 days, Lessor shall have as much time to cure such default as is necessary provided Lessor promptly commences and diligently pursues such cure; and provided further, that if the nature default relates to a matter which is of Lessee’s an emergency nature, the Lessor shall have only 48 hours (or such lesser period as is reasonable under the circumstances) to cure such default. If Lessor fails to cure any such default is within such that more than thirty (30) days are reasonably required for its curecure period, then Lessee Tenant may cure the default, in which event Lessor shall not reimburse Tenant for all amounts spent on such cure together with interest as provided in the preceding paragraph. No waiver by Lessor or Tenant of performance by the other party shall be considered a continuing waiver or shall preclude Lessor or Tenant from exercising its rights in the event of a subsequent default. No acceptance by Lessor of a partial payment tendered by Tenant shall be deemed to be a waiver of the balance of the amount due even if the tender states that acceptance will constitute payment in full. No deposit by Tenant of any partial payments due hereunder into a lockbox or other bank account for the account of Lessor shall be deemed to be acceptance or payment by Lessor nor shall it be deemed to be a waiver by Lessor of any claims Lessor may have against Tenant under this Lease. If Tenant is in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case monetary provision of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession any payment that is not restored sufficient to Lessee within ninety (90) days; or (iv) cure the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given subject default shall be deemed to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises be a partial payment for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term purposes of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect Section. Each and every right and remedy contained herein shall be cumulative and in addition to any other lease between (i) Lessor and Lesseeright or remedy given hereunder. In the event that either party brings a legal action to enforce the terms of this Lease or to exercise any right or remedy provided for herein, or (ii) any parent company or subsidiary company or affiliate or agent the prevailing party shall be paid its reasonable expenses of Lessor and Lesseesuit, including reasonable attorneys' fees, by the other party. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of 22.1 If Tenant shall fail at any one or more of the following events shall constitute a material default and breach of this Lease by Lessee: (a) The vacating or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee time to make any payment of rent of or to perform any other payment required act on its part to be made or performed under this Lease in accordance with the terms hereof, Lessor, at its sole discretion, without notice or demand, and without waiving or releasing Tenant from any obligation of Tenant hereunder may make such payment or perform such act to the extent that Lessor may deem desirable, and in connection therewith may employ attorneys and pay expenses. All sums so paid by Lessee hereunderLessor and all reasonable expenses in connection therewith and all rent and other charges payable by Tenant hereunder shall bear interest thereon at the then prevailing commercial rent from the date of such payment by Lessor or the date such payment by Tenant was due, as the case may be, and when due after three (3) days’ notice having been given shall be deemed to be payable by Tenant to Lessor to Lesseeand may be collected by exercising all remedies provided by law and provided herein for collection of rent. (c) The failure 22.2 If Tenant shall default in the payment of any installment of rent, additional rent or other amount provided for under this Lease as the same becomes due and payable, or should an execution be issued against the Tenant and a levy made upon the Tenant’s interest in the Premises or any part thereof, or bankruptcy proceedings be commenced by Lessee to observe or perform any against Tenant, or an assignment be made by Tenant for the benefit or creditors, or a receiver be appointed for Tenant, then and in such event the entire rent for the balance of the covenantsterm, conditions or provisions at option of Lessor, shall become due and payable at once as if by the terms of this Lease it were all payable in advance. 22.3 Lessor shall have the right to be observed distrain upon any property on the Premises for unpaid rent, additional rent and other amounts payable by Tenant hereunder. 22.4 If Tenant shall default in the payment of any installment of rent, additional rent or performed by Lessee, other than described amount provided for under this Lease or in paragraph the performance of any covenant or condition of this Lease and fail to cure or commence and diligently proceed to cure such default within ten (b) above, where such failure shall continue for a period of thirty (3010) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery demand by Lessor that any financial statement given to the default be cured, Lessor, at its option, may enter upon the Premises without process of law and take possession thereof, together with all improvements and appurtenances. 22.5 No waiver by Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor breach by Tenant of Lessee’s obligations hereunder, and any covenants or conditions contained herein shall be construed to be a waiver of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into any other covenant or take possession condition or any succeeding breach of the Premises within fifteen (15) days after the commencement same covenant or condition. Termination of the term Term, or the receipt of this Lease. (h) Deleted. (i) Deleted. (j) Any rent after default by Lessee with respect to or after judgment or after execution shall not deprive Lessor of any other lease between (i) actions against Tenant for possession or for rent or for damages. Lessor and Lesseemay use the remedies herein given or other prescribed by law, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lesseeboth, as often as it may deem necessary. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The A. If Subtenant shall (i) fail to pay any installment of Rent within seven (7) days after notice that such payment is overdue; or (ii) default in the performance or observance of any covenant or agreement of this Sublease (other than a default involving the payment of money) which default is not cured within twenty (20) days after the giving of notice thereof by Sublessor, unless such default is of such a nature that it cannot be cured within such twenty (20) day period, then no default shall occur so long as Subtenant shall commence the curing of the default within said twenty (20) day period and shall thereafter diligently prosecute the curing of the same); or (iii) default under the Parent Lease after any applicable notice and cure periods resulting directly or directly from the action of Subtenant (provided Sublessor promptly provides Subtenant with a copy of any notice thereof given to Sublessor by the Parent Landlord); or (iv) abandon all or any portion of the Demised Premises; or (v) be declared bankrupt or insolvent according to law or if a petition under any insolvency or bankruptcy law is filed by or against Subtenant or if any assignment shall be made of Subtenant’s property for the benefit or creditors and such petition or assignment is not dismissed or released within sixty (60) days; then, in any of such cases, Sublessor lawfully, may immediately, or at any time thereafter, and without any further notice or demand, enter into and upon the Demised Premises or any part thereof in accordance with applicable laws in the name of the whole, by force or otherwise, and hold the Demised Premises as if this Sublease had not been made, and expel Subtenant and those claiming under Subtenant and remove its or their property (forcibly, if necessary) without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send notice to Subtenant of the termination of the term of this Sublease), and upon entry as aforesaid (or in the event that Sublessor shall send to Subtenant notice of termination as above provided, on the fifth (5th) day next following the date of the sending of such notice), the term of this Sublease shall terminate. Subtenant hereby waives any right to any statutory right to cure and Subtenant agrees that this Sublease shall terminate and Sublessor shall be entitled to re-entry and possession in accordance with the terms hereof. Notwithstanding anything to the contrary contained in this Sublease, Subtenant shall not be in default under this Sublease unless Subtenant does not cure such default within the applicable notice and cure periods set forth above in this Section 20A. B. Upon the occurrence of any such events of default and the passage of any applicable notice and cure periods without cure by Subtenant, Sublessor shall have the option to pursue any one or more of following remedies without any notice or demand whatsoever: Terminate this Sublease, in which event Subtenant shall immediately surrender the Demised Premises to Sublessor, and if Subtenant fails to do so, Sublessor may, without prejudice to any other remedy which it may have for possession or arrearages in Rent, enter upon and take possession of the Demised Premises by picking or changing locks or any other means deemed necessary or convenient by Sublessor and lock-out, expel or remove Subtenant and any other person who may be occupying the Demised Premises or any part thereof, by force if necessary, without being liable for prosecution or any claim for damages therefor; except as otherwise set forth below, Subtenant shall remain liable to Sublessor for the payment of the Rent herein specified (both accrued and unaccrued, provided any accrued sums shall be immediately due and payable and unaccrued sums shall be due and payable as and when the same become due as set forth elsewhere in this Sublease) and for the amount of all loss and damage which Sublessor may suffer by reason of Subtenant’s default. Subtenant agrees that Sublessor shall only be required to obtain one (1) judgment (which judgment may be obtained immediately following events termination of this Sublease as herein provided) for the full amount of all such Rent and other amounts and shall not be required to ▇▇▇ each month, or from time to time therefor, provided that Subtenant shall be required to pay such judgment in installments, at the respective times such Rent and other amounts would have become due under this Sublease thereafter if this Sublease had not then been terminated. Sublessor shall use commercially reasonable efforts to mitigate damages. Sublessor and Subtenant agree that commercially reasonable efforts shall mean that Sublessor shall list the Demised Premises with a real estate agent. If Sublessor so elects, Sublessor may relet the Demised Premises on such terms as Sublessor may deem advisable and receive the rent therefore (and no subletting to any third party shall be for less than fifty percent (50%) of the fair market rental value of the Demised Premises, and if the Demised Premises is then actively tenanted by Sublessor or an affiliate or subsidiary of Sublessor, then such tenancy shall be treated for purposes of mitigation only as a sublet for fifty percent (50%) of the fair market rental value of the Demised Premises); and Subtenant’s obligation to pay Rent pursuant to this paragraph shall be reduced by the amount of rent and other amounts actually received by Sublessor (except as otherwise set forth herein) for the corresponding period of this Sublease pursuant to such reletting. Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law or in equity, nor shall pursuit of any remedy herein provided constitute a material forfeiture or waiver of any Rent due Sublessor hereunder or of any damages accruing to Sublessor by reason of the violation of any of the terms, provisions and covenants herein contained. Forbearance by Sublessor to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default. In determining the amount of loss and damage which Sublessor may suffer by reason of termination of this Sublease or by reason of Subtenant’s default in the event of repossession of the Demised Premises by Sublessor or the deficiency arising by reason of any reletting of the Demised Premises by Sublessor as above provided, there shall be added to such loss or damage or such deficiency all expenses of repossession and any reletting of the Demised Premises (including without limitation, reasonable costs of repairs, remodeling and decoration following repossession or in order to relet, reasonable costs of removing and storing Subtenant’s property, costs of advertising, costs of concessions granted to any replacement Subtenant in connection with any reletting, brokerage fees, attorneys’ fees and expenses and similar expenses). Sublessor shall have the right to bring an action to collect one or more installments of the amount due by Subtenant to Sublessor hereunder without prejudicing Sublessor’s right to later bring similar action to collect any subsequent installment of such amount due Sublessor. In no event shall Subtenant be entitled to the excess of any monthly rentals and other payments collected by Sublessor as a result of any reletting of the Demised Premises over the monthly rentals and other payments provided for in this Sublease. To the extent permitted by applicable law, Subtenant agrees that the provisions of this Sublease shall supersede any conflicting provisions of any applicable statute or law with respect to the rights of Subtenant in the event of a breach of this Lease Sublease by Lessee: (a) The vacating or abandonment Subtenant if such breach is not cured within any applicable notice and cure period; and, without limiting the foregoing, Subtenant hereby agrees that if Sublessor changes the door lock of the Demised Premises following an event of default that is not cured within applicable notice and cure periods by Lessee Subtenant, in no event shall Sublessor have any obligation to provide Subtenant a key to the Demised Premises, notwithstanding any payment by Subtenant to Sublessor of any delinquent Rent or any other attempt by Subtenant to cure such event of default; and Subtenant also hereby waives notice of any breach, termination or forfeiture of this Sublease or of any reentry or repossession of the Demised Premises, except as expressly provided for three (3) consecutive monthsin this Sublease. (b) The C. Subtenant shall save Sublessor harmless from and indemnify Sublessor against, any and all loss, liability, damage, claims or cause of action imposed upon or suffered or incurred by the Sublessor and resulting from or arising out of Subtenant’s failure to comply with any term, condition or obligation contained in this Sublease or in the Parent Lease and herein agreed to be performed and observed by Lessee Subtenant. Sublessor shall save Subtenant harmless from and indemnify Subtenant against, any and all loss, liability, damage, claims or cause of action imposed upon or suffered or incurred by the Subtenant and resulting from or arising out of Sublessor’s failure to make comply with any payment of rent term, condition or obligation contained in this Sublease or in the Parent Lease and herein agreed to be performed and observed by Sublessor. D. If Subtenant shall default beyond applicable notice and cure periods in the performance or observance of any other payment required agreement or condition in this Sublease contained on its part to be made performed or observed and shall not cure such default within the notice and cure periods set forth in Section 20A above, Sublessor may, at its option, without waiving any claim for damages for breach of agreement, at any time thereafter cure such default for the account of Subtenant, and any reasonable and actual amount paid or any contractual liability incurred by Lessee hereunderSublessor in so doing shall be deemed paid or incurred for the account of Subtenant and Subtenant agrees to (i) reimburse Sublessor for all such costs and expenses, including without limitation reasonable attorney’s fees, together with interest on the amount of such costs and expenses at the Delinquency Rate (as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any defined in Section 22.06 of the covenants, conditions or provisions of this Lease Parent Lease) which shall be paid by Subtenant to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of Sublessor within thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee invoice therefor and shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period recoverable as additional rent and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) save Sublessor harmless therefrom; provided that Sublessor may cure any such default as aforesaid prior to the filing by expiration of said waiting period but after notice to Subtenant, if the curing of such default prior to the expiration of said waiting period is reasonably necessary to protect the real estate or against Lessee of a petition Parent Landlord’s or Sublessor’s interest therein, or to prevent injury or damage to persons or property. In addition, Subtenant acknowledges that Parent Landlord may have Lessee adjudged a bankrupt or a petition similar rights under the Parent Lease, and Subtenant shall be responsible for reorganization or arrangement Sublessor’s obligations as tenant under any law relating to bankruptcy (unlessthe Parent Lease, in the case event Parent Landlord exercises such right as a result of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment default of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession Subtenant that is not restored to Lessee cured within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) daysany applicable notice and cure period. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence Each of the following events shall be an "Event of Default" hereunder: a. Failure of Tenant to pay any installment of Rental or any part thereof, or any other payments of money, costs or expenses herein agreed to be paid by Tenant, when due. b. Failure to observe or perform on one or more of the following events shall constitute a material default and breach other terms, conditions, covenants or agreements of this Lease and the continuance of such failure for a period of fifteen (15) days after written notice by Lessee:Landlord specifying such failure (unless such failure requires work to be performed, acts to be done or conditions to be improved, as the case may be, within such fifteen (15) day period, in which case no default shall be deemed to exist so long as Tenant shall have commenced curing the same within such 15 day period, and shall diligently and continuously prosecute the same to completion). (a) The vacating or abandonment c. If this Lease of the Premises by Lessee for three (3) consecutive monthsestate of Tenant hereunder shall be transferred to or assigned to or subleased to or shall pass to any person or party, except in a manner herein permitted. (b) The failure by Lessee to make any payment of rent of any other payment required to d. If a levy under execution or attachment shall be made against Tenant or its property and such execution or attachment shall not be vacated or removed by Lessee hereundercourt order, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe bonding or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for otherwise within a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession e. A rejection of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default Lease by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used a trustee in bankruptcy appointed in connection with the business conducted bankruptcy of the Tenant. f. A failure to vacate the Premises upon termination of this Lease. No payment by Tenant or receipt by Landlord of an amount less than the required payment set forth in the PremisesLease, shall be considered as anything other than a partial payment of the amount due. No endorsement or statement to the contrary on any check shall be deemed an accord and satisfaction. Landlord may accept a partial payment without prejudicing Landlord's right to recover the balance of such payment which is still due, and without affecting any other remedies available to Landlord.

Defaults. The occurrence 1. After this contract comes into force, both Borrower and Lender shall perform their obligations under this contract. Either party who fails to perform or fails to fulfill its obligations under this contract, shall bear corresponding responsibilities for its defaults. 2. If Borrower fails to perform any provision of any this contract, then Lender has the right to take one or more of the following events shall constitute a material default and breach of this Lease by Lesseemeasures: (aA) The vacating May cure the defaults within a definite time; (B) May stop releasing the unreleased loan under this contract; (C) May unilaterally decide the early due of debt in whole or abandonment in part; (D) May unilaterally terminate this contract, require Borrower to pay off loan principal and interest whether due or undue, and pay or compensation for the relevant costs; (E) If the loan is overdue, then Borrow may require Borrower to pay the penalty interest for overdue; if Borrower misuses loan, then Lender may require Borrower to pay the penalty interest for misuse; Lender may require Borrow to pay compound interest for unpaid interest; (F) May require Borrower to add or replace guarantees, mortgage, pledge/pledge right; (G) May carry out or achieve any rights under the guarantee in respect of loan; (H) May withhold and collect loan principal and interest from any accounts opened by Borrower in Lender’s bank (except for those public welfare accounts, such as public accumulation fund, labor union fees,), or entrust deposit bank of Borrower account to withhold and collect loan principal and interest from such accounts, including but not limited to, loan principal and interest, the Premises costs stipulated in this contract. If the sums in such account and loan are in different currencies, Lender is entitled to pay off loan principal and interest by Lessee conversion such sum into loan currency at the listed price for three (3) consecutive monthsLender to buy foreign exchange on the date Lender makes withholding and collection. (bI) If Lender files litigation or arbitration to require Borrower to pay off loan principal and interest, then Borrower shall bear the costs incurred by Lender in achieving creditor’s right.; (J) Lender is entitled to seize or lien Borrower’s any movable or immovable, tangible or intangible property under the control and possession of Lender, or take other measures that Lender may deem appropriate; (K) Other measures provided under laws and regulations or this contract or that Lender may deem appropriate. 3. If Borrower suffers loss as a result of Lender’s failure to provide loan in accordance with the date and amount as agreed, Lender shall compensate Borrower for the direct economic losses arising therefrom. However, in no case Lender shall hold any compensation responsibility for any foreseeable or unforeseeable indirect losses suffered therefrom by Borrower. 4. If the guarantor (namely the warrantor or mortgagor or pl▇▇▇▇▇) under this contract commits one of the following acts, then Lender has the right to take measures in accordance with paragraph 2 of this Article: (A) The failure by Lessee guarantor fails to make any payment perform the guarantee contract, or the guarantor’s credit deteriorates, or the occurrence of rent of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee.events which weaken the guarantee ability; (cB) The failure by Lessee mortgagor fails to observe perform mortgage contract, or perform any mortgagor intentionally damages mortgage, or the value of mortgage may be or has been significantly reduced, or other events that may jeopardize the covenants, conditions or provisions mortgage rights of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion.Lender; (iC) The making by Lessee pl▇▇▇▇▇ ▇ails to perform pledge contract, or the value of any general assignment pledge has been or general arrangement for may be significantly reduced, or the benefit of creditors; (ii) the filing by or against Lessee of a petition pledge rights must be exercised prior to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unlessloan settlement, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure events that may jeopardize the pledge right of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) daysLender. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence It shall be an event of any one or more of the following events shall constitute a material default and breach of this Lease by Lessee: default: (a) The vacating if Tenant does not pay in full any and all installments of Minimum Annual Rent, additional rent, Tenant’s Construction Deposit or abandonment of any other charges or payments due under this Lease when the Premises by Lessee same are due hereunder and such non-payment continues for three ten (310) consecutive months. days after the due date for such payment; or (b) The if Tenant violates or fails to perform or otherwise breaches any agreement, term, covenant or condition herein contained and such violation, failure by Lessee or breach continues for thirty (30) days after notice from Landlord; provided that such thirty (30) day period shall be extended for up to make any payment an additional ninety (90) days if such violation, failure or breach is reasonably susceptible of rent of any other payment required to cure but cannot reasonably be made by Lessee hereundercured within such thirty (30) day period, as and when due after three (3) days’ notice having been given by Lessor to Lessee. Tenant is diligently proceeding with such cure; or (c) The failure by Lessee if Tenant vacates or abandons the Leased Premises, or fails to observe or perform any of carry on its business at the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue Leased Premises for a period of thirty (30) consecutive days after written notice hereof unless due to casualty, or strike; or (d) if Tenant removes or attempts to remove Tenant’s furniture, fixtures or equipment from Lessor the Leased Premises without replacing them; or (e) if Tenant becomes insolvent or bankrupt or makes an assignment for the benefit of creditors or offers a composition or settlement to Lesseecreditors, under any federal or state law, or if a petition in bankruptcy or for reorganization or for an arrangement with creditors under any federal or state law is filed by or against Tenant, or Tenant is adjudicated insolvent pursuant to the provisions of any present or future insolvency law of any state having jurisdiction, or a ▇▇▇▇ in equity or other proceeding for the appointment of a receiver, trustee, liquidator, custodian, conservator or similar official for any of Tenant’s assets is commenced, under any federal or state law by reason of Tenant’s inability to pay its debts as they become due or otherwise, or if Tenant’s estate by this Lease or any real or personal property of Tenant shall be levied or executed upon by any sheriff or marshal: or by other process of law; provided, however, that if any proceeding brought by anyone other than the nature parties to this Lease under any bankruptcy, reorganization, arrangement, insolvency, readjustment, receivership or similar law shall not constitute an event of Lessee’s default is until such that proceeding, decree, judgment or order has continued unstayed for more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) consecutive days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence 15.1 Each of the following acts or omissions of Tenant or occurrences shall constitute an “Event of Default”: i. Failure or refusal by Tenant to timely pay Rent, and such failure continues for a period of five (5) days after the due date therefore. ii. Failure to perform or observe any covenant or condition of this Lease by Tenant to be performed or observed, other than the payment of Rent, upon the expiration of a period of ten (10) days following written notice to Tenant of such failure unless curing such failure takes longer than ten (10) days. If curing such failure takes longer than ten (10) days, an “Event of Default” will exist only if Tenant fails to commence such cure efforts within the initial ten (10) day period and to diligently prosecute the cure to completion by no later than thirty (30) days thereafter. 15.2 In the event of any default or breach by ▇▇▇▇▇▇, Landlord may at any time thereafter, with twenty-four (24) hours’ notice and demand and without limiting Landlord in the exercise of any rights or remedies otherwise available at law or in equity which Landlord may have by reason of such default or breach do any one or more of the following events shall constitute a material default and breach of this Lease by Lesseefollowing: (ai) The vacating Lawfully re-enter upon the Premises and take possession of the same, including the right to change door locks (or abandonment other means of prohibiting Tenant from having occupancy of the Premises) and suspend utilities and services and expel, remove and/or exclude Tenant and all other parties occupying the Premises and any third parties, using such force as may reasonably be necessary to do so without being liable to Tenant for any loss or damage occasioned thereby; (ii) Lock the doors to the Premises and exclude Tenant and all other persons therefrom (except those authorized by Landlord in its sole discretion); (iii) Institute suit against Tenant to collect each installment of Rent or other sum as it becomes due or to enforce any other obligation under this Lease; (iv) Maintain Tenant's right to possession in which case this Lease shall continue in effect whether or not Tenant shall have abandoned the Premises. In such event Landlord shall be entitled to enforce all of Landlord's rights and remedies under this Lease, including, without limitation, the right to recover the Rent as it becomes due hereunder and any other damages incurred by Landlord from time to time. Notwithstanding that Landlord shall have maintained ▇▇▇▇▇▇'s right to possession or shall not have terminated the Lease for a default, Landlord may at any time thereafter, upon notice to Tenant, terminate the Lease and/or Tenant's right to possession for such prior default; (v) Terminate this Lease or Tenant's right to occupy the Premises and relet the Premises or any part or parts thereof, for the account of Tenant or otherwise, and receive and collect the rent therefore, applying the same first to the payment of such expenses as Landlord may have incurred in recovering possession of the Premises, including the attorneys’ fees and expenses for putting the same into good order and condition or preparing or altering the same for re-rental to the extent Landlord deems necessary or desirable and all other expenses, commissions and charges paid, assumed or incurred by ▇▇▇▇▇▇▇▇ in or about reletting the Premises and then to the fulfillment of the covenants of Tenant hereunder. Any such reletting herein provided for may be for the remainder of the initial term or any renewal Lease Term, as originally granted, or for a longer or shorter period; Landlord shall have the right to change the character and use made of the Premises, and notwithstanding anything to the contrary in Article 13, Landlord shall not be required to accept any substitute tenant offered by Tenant or to observe any instructions given by Tenant about reletting; or (vi) With or without terminating the Lease, terminate Tenant's right to possession of the Premises by Lessee any lawful means, in which case Tenant shall immediately surrender possession of the Premises to Landlord and Landlord shall have the right to re-enter the Premises and remove all persons and property therefrom using all force reasonably necessary for three this purpose without being guilty in any manner of trespass or conversion, any claim by reason of such re-entry being expressly waived. In such event, Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant's default including, but not limited to: (3i) consecutive months. the cost of recovering possession of the Premises; (bii) The expenses of reletting, including necessary renovation and alteration of the Premises, the removal of special improvements made for Tenant, any commissions paid in relation to any reletting, reasonable attorneys’ fees, advertising expenses, the costs of protecting and caring for the Premises while vacant and of removing and storing Tenant's property; (ii) any real estate commission actually paid; (iv) the worth at the time of the award of all unpaid rent, Additional Rent and other sums payable under the Lease that are or become due and payable prior to the time of such award (plus all interest and late charges payable with respect thereto); (v) an aggregate sum, as damages for loss of the bargain and not as a penalty, which at the time of such termination of this Lease or of such recovery of possession of the Premises by Landlord, as the case may be, represents the then present worth of the excess, if any, of the aggregate of the rent and all other charges payable by Tenant hereunder that would have accrued for the balance of the initial term, and/or any renewal term, as the case may be, over the then present worth of the fair market rents and all other charges for the Premises for the balance of such term and that portion of any leasing commission paid by Landlord based upon or pursuant to this Lease applicable to the unexpired Lease Term. All of the foregoing amounts shall be and become immediately due and payable from Tenant to Landlord upon a default, at Landlord's election which may be exercised with or without the giving of notice. No re-entry or taking of possession by ▇▇▇▇▇▇▇▇ and/or acceptance of keys to the Premises by Landlord shall be construed as an election on Landlord's part to terminate or accept a surrender of this Lease unless a written notice of such intention is then or thereafter served on Tenant. No failure by Lessee Landlord to make any payment of rent insist upon the strict performance of any other payment required covenant, agreement, term or condition of this Lease or to be made by Lessee hereunderexercise any right or remedy arising from a breach thereof, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe no acceptance of full or perform partial rent during the continuance of any such breach, shall constitute a waiver of the covenantsany such breach or of such covenant, conditions agreement, term or provisions condition. No covenant, agreement, term or condition of this Lease to be observed performed or performed complied with by Lessee▇▇▇▇▇▇, other than described in paragraph (b) aboveand no breach thereof, where such failure shall continue for a period of thirty (30) days after be waived, altered, modified or terminated except by written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making instrument executed by Lessee Landlord. No waiver of any general assignment breach shall affect or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in alter this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachmentbut each and every covenant, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Leaseagreement, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, term and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term condition of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee Lease shall continue in full force and effect with respect to any other lease between (i) Lessor and Lessee, then existing or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lesseesubsequent breach thereof. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of If any one or more of the following events things happen, Lender shall constitute a material default and breach of this Lease by Lesseehave the remedies provided below in paragraph 10: (a) The vacating if, after demand, Borrower fails to make any payment required of Borrower under this Equipment Agreement, the Secured Credit Agreement, the Term Note(s), or abandonment any other agreement with Lender, or, if no demand has been made, if Borrower fails to make any payment required of Borrower under this Equipment Agreement, the Premises by Lessee for three (3Secured Credit Agreement, the Term Note(s) consecutive months.or any other agreement with Lender when and as due; (b) The failure by Lessee to make if Borrower otherwise breaches any payment term or provision of rent of this Equipment Agreement, the Secured Credit Agreement, the Term Note(s), or any other payment required to be made by Lessee hereunderagreement with Lender, as and when due after three (3other than a default under Paragraph 9(a) days’ notice having been given by Lessor to Lessee.above; (c) The failure by Lessee to observe if Borrower or perform any Guarantor of the covenantsamounts due under this Agreement ("Guarantor") becomes insolvent or generally unable to meet its debts as they become due, conditions or provisions fails, suspends, or goes out of business; (d) if Borrower's Tangible Net Worth (as defined below) is ever less than $ 2,000,000.00. For the purposes of this Lease provision, Tangible Net Worth means total assets less intangible assets, prepaids, investments in affiliates, advances to be observed or performed officers, employees, and affiliates, and total liabilities all as determined by Lesseethe Lender. Intangible assets include goodwill, patents, copyrights, mailing lists, catalogs, trademarks, bond discounts and underwriting expenses, organization expenses, and all other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) daysintangibles. (e) The discovery by Lessor that if Borrower or any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee Guarantor suffers a material loss of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false.its property or assets that is not covered by insurance satisfactory to Lender; (f) The removal by Lessee of if a trustee, receiver or custodian is appointed over all or substantially all of Lessee’s furniture from the Premises for three (3) consecutive months.Borrower's or any Guarantor's property; (g) The failure if any proceeding in bankruptcy, insolvency or reorganization is instituted by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease.against Borrower or any Guarantor; (h) Deleted.if Borrower or any Guarantor makes an assignment for the benefit of creditors or a composition with any of its creditors; (i) Deleted.if the Borrower makes additional net investments in, or advances to, its nonconsolidated joint ventures exceeding $400,000 in the aggregate during a period commencing with the execution of this agreement and ending on the Borrower's current fiscal year, and thereafter if the Borrower makes any additional net investment in, or advance to, its nonconsolidated joint ventures without the Lender's prior consent; (j) Any default by Lessee with respect to if the Borrower guaranties or otherwise becomes or remains secondarily liable on the undertaking of another, including any other lease between (i) Lessor affiliate of Borrower but excluding endorsement of drafts for deposit and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent collection in the ordinary course of Lessor and Lessee.business; or (k) The assignment if the Borrower or any Guarantor defaults under the terms of any agreement or instrument relating to any debt for borrowed money, other transfer by Lessee of substantially all of than a default under Paragraphs 9 (a) or 9 (b), such that the assets used in connection with creditor declares the business conducted in the Premisesdebt due before its maturity.

Defaults. The occurrence It shall be a default or event of default under this Lease if any one or more of the following events shall constitute a material default and breach of this Lease by Lesseeoccurs: (a1) The vacating Tenant fails to pay in full, within ten (10) days of written notice from Landlord of Tenant’s failure to pay, any and all installments of Fixed Basic Rent or abandonment of the Premises by Lessee for three (3) consecutive monthsAdditional Rent or any other charges or payments due and payable under this Lease whether or not herein included as rent. (b2) The failure by Lessee Tenant violates or fails to make perform or otherwise breaches any payment of rent of any other payment required to be made by Lessee hereunderagreement, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe term, covenant or perform any of the covenants, conditions or provisions of condition contained in this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to LesseeLandlord; provided, however, that if the nature of Lessee’s the default is such that more than the same cannot reasonably be cured within such thirty (30) days are reasonably required for its cureday period, then Lessee Tenant shall not be deemed to be in default if Lessee commenced Tenant shall commence the cure of such cure default within said such thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, prosecute the same is dismissed to completion within ninety (90) days); days after Tenant receives written notice thereof. (iii3) Tenant abandons or vacates the Premises without notice and without first having paid to Landlord the amount required pursuant to Section 5(a) hereof. (4) Tenant becomes insolvent or bankrupt in any sense or makes an assignment for the benefit of creditors or if a petition in bankruptcy or for reorganization or for an arrangement with creditors under any federal or state law is filed by or against Tenant, or a ▇▇▇▇ in equity or other proceeding for the appointment of a trustee receiver or receiver to take possession similar official for any of substantially all of LesseeTenant’s assets located at is commenced, or if any of the Premises real or personal property of Lessee’s interest in Tenant shall be levied upon by any sheriff, marshal or constable; provided, however, that any proceeding brought by anyone other than the parties to this LeaseLease under any bankruptcy, where possession is reorganization arrangement, insolvency, readjustment, receivership or similar law shall not restored to Lessee within ninety constitute an event of default until such proceeding, decree, judgment or order has continued unstayed for more than sixty (9060) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) consecutive days. (e5) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession Any of the Premises within fifteen events enumerated in Subsections (15a)(3) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any Section 28 happen to the Guarantor of this Lease or any default by Lessee beyond applicable notice and cure periods occurs with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lesseethe Guaranty. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of any one or more 7.1 In the event of the following events default by Purchaser to consummate this Agreement on the Closing Date, and such default is not cured within 15 days from the date of Seller’s written notice to Purchaser, Seller, as its sole remedy, shall constitute a material have the right to terminate this Agreement by further written notice thereof to Purchaser, and receive the ▇▇▇▇▇▇▇ Money as and for full and final liquidated damages for such breach (the parties hereto acknowledging that such damages are otherwise not susceptible of ascertainment), and thereafter this Agreement shall be deemed terminated and be and become null and void. 7.2 In the event of default by Seller hereunder, and breach such default is not cured within 15 days from the date of this Lease by Lessee: Purchaser’s written notice to Seller, Purchaser, at its option, may: (a) The vacating terminate its obligations under this Agreement by further written notice thereof to Seller and receive reimbursement from Seller for all expenses incurred or abandonment sustained by Purchaser for accountants, attorneys and engineers, in the preparation of this Agreement, to comply with the Premises by Lessee for three (3) consecutive months. terms hereof subsequent to the execution of this Agreement, and with regard to advice or information given to Purchaser relating to the terms of this Agreement and the enforcement thereof as well as all costs and expenses related to any litigation due to, or arising from, Seller’s said default; (b) The failure by Lessee to make seek any payment of rent of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. remedy at law; or (c) The failure specifically enforce the terms and provisions of this Agreement against Seller. 7.3 Any breach by Lessee to observe or perform Seller of any of the covenantsrespective representations, conditions warranties, or provisions covenants contained in Article 6 hereof as the same may be modified in writing in accordance with the last paragraph of this Lease Paragraph 6.1 hereof, which is not cured in a manner reasonably satisfactory to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) Purchaser within 15 days after written notice hereof from Lessor to Lessee; providedthereof, howevershall be deemed a default for purposes of this Article 7, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee and further notice under Paragraph 7.2 shall not be deemed to be in default required if Lessee commenced such cure breach is not cured within said thirty (30) 15 day period and thereafter diligently pursues such cure to completionperiod. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The Upon the occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Lessee:(the -------- affected Venturer being herein called the "Defaulting Venturer"): ------------------- (a) The vacating if the Defaulting Venturer shall fail in any other material respect to perform its obligations and agreements hereunder, and such default shall continue for 30 days after receipt of a notice of default with respect thereto (provided that if either the event or abandonment condition causing the default shall be such that it could not reasonably be cured within 30 days, then no default shall be deemed to have occurred hereunder if within such 30-day period the Defaulting Venturer shall have commenced the curing of such default and shall thereafter proceed with all reasonable diligence to complete the Premises by Lessee for three (3) consecutive months.same); (b) The failure by Lessee to make any payment of rent of any other payment required to if the Defaulting Venturer shall be made by Lessee hereunder, dissolved (except as and when due after three (3) days’ notice having been given by Lessor to Lessee.permitted in Article X); (c) The failure by Lessee if the Gaming Authorities provide notice to observe the effect that the Defaulting Venturer no longer satisfies the criteria for licensure under the Act, or perform any that the gaming license of the covenantsVenture or the other Venturers shall be in jeopardy of being revoked, conditions denied or provisions suspended as a result of this Lease the continued participation of the Defaulting Venturer in the Venture, and the Defaulting Venturer has exhausted all administrative remedies; (d) if the Defaulting Venturer 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 for itself under the present or any future federal bankruptcy, or state insolvency or other relief for debtors, or shall seek or consent to be observed or performed by Lesseeacquiesce in the appointment of any trustee, other than described receiver, conservator or liquidator of such Defaulting Venturer or of all, or any substantial part of its properties or its interest in paragraph the Venture (b) abovethe term "acquiesce" includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, where judgment or decree providing for such failure shall continue for a period of thirty (30) appointment within 10 days after the appointment) ; (e) if a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against the Defaulting Venturer 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 relating to bankruptcy, insolvency or other relief for debtors, and such Defaulting Venturer shall acquiesce in the entry of such order, judgment or decree (the term "acquiesce" includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within 10 days after the entry of the order, judgment or decree), or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of 60 days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of such Defaulting Venturer or of all or any substantial part of its property or its interest in the Venture shall be appointed without the consent or acquiescence of such Defaulting Venturer and such appointment shall remain unvacated and unstayed for an aggregate of 60 days (whether or not consecutive); (f) if the Defaulting Venturer shall admit in writing its inability to pay its debts as they mature; (g) if the Defaulting Venturer shall give written notice hereof from Lessor to Lesseeany governmental body of insolvency or pending insolvency, or suspension or pending suspension of operations; provided, however, that or (h) if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee Defaulting Venturer shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general make an assignment or general arrangement for the benefit of creditors or take any other similar action for the protection or benefit of creditors; then in any such event, the other Venturer(s) (ii) the filing by if such Venturers are HCS I, HCS II or against Lessee of a petition to have Lessee adjudged a bankrupt an Affiliate thereof or a petition for reorganization successor thereto) (the "Non-defaulting -------------- Venturer(s)") shall have the right to dissolve the Venture by giving the ----------- Defaulting Venturer written notice thereof, unless HCS I, HCS II or arrangement under any law relating such Affiliate or successor elects to bankruptcy (unless, in continue the case of a petition filed against Lessee, Venture. If the same is dismissed within ninety (90Nondefaulting Venturer(s) days); (iii) elect to continue the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession business of the Premises within fifteen (15Venture, then the Nondefaulting Venturer(s) days after shall have the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect right to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially acquire all of the assets used JV Interests of the Defaulting Venturer at a purchase price equal to the lesser of book value or liquidation value of the Defaulting Venturer's JV Interests, provided that Paddlewheels or any Affiliate thereof shall not have the right, in connection with any manner, to acquire JV Interests pursuant to this Section 13.1. Failure by the business conducted Non-Defaulting Venturers to give any notice of a default as specified herein, or any failure to insist upon strict performance of any of the terms of this Agreement shall not constitute a waiver of any such breach or any of the terms of this Agreement. No breach shall be waived and no duty to be performed shall be altered or modified except in writing. One or more waivers or failure to give notice of default shall not be considered as a waiver of a subsequent or continuing breach of the Premisessame covenant.

Defaults. The occurrence of Tenant further agrees that any one or more of the following events shall constitute a material default and breach be considered Events of this Lease by LesseeDefault as said term is used herein, that is to say, if: A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the federal bankruptcy laws as now or hereafter amended, or under the laws of any state, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within ninety (a90) The vacating or abandonment days from the date of the Premises by Lessee entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the federal bankruptcy laws now or hereafter amended, or Tenant shall institute any proceedings for three (3) consecutive months.relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or (b) The failure by Lessee to C. Tenant shall make any payment assignment for the benefit of rent creditors or shall apply for or consent to the appointment of a receiver for Tenant or any other payment of the property of Tenant; or D. The Premises are levied on by any revenue officer or similar officer; or E. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within ninety (90) days from the date of entry or granting thereof; or F. Tenant shall default in any payments of Rent required to be made by Lessee hereunder, as and Tenant hereunder when due as herein provided and such default shall continue for five (5) days after three notice thereof in writing to Tenant; or G. Tenant shall default in securing insurance or in providing evidence of insurance as set forth in Section 11 of this Sublease and such default shall continue for five (35) days’ days after notice thereof in writing to Tenant; or H. Tenant shall fail to contest the validity of any lien or claimed lien and give security to Landlord to assure payment thereof, or having been commenced to contest the same and having given such security, shall fail to prosecute such contest with diligence, or shall fail to have the same released and satisfied and judgment rendered thereon, and such default continues for twenty (20) days after notice thereof in writing to Tenant; or I. Tenant shall, by Lessor its act or omission to Lessee.act, cause a default under the Prime Lease and such default shall not be cured within the time, if any permitted for such cure under the Prime Lease; or (c) The failure by Lessee to observe or perform J. Tenant shall default in any of the covenants, conditions or provisions of this Lease other covenants and agreements herein contained to be kept, observed or and performed by LesseeTenant, other than described in paragraph (b) above, where and such failure default shall continue for a period of thirty (30) days after written notice hereof from Lessor thereof in writing to Lessee; providedTenant (or such longer period as shall reasonably be required in order to cure such default, however, provided that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced Tenant promptly commences such cure within said thirty (30) day period and thereafter diligently pursues prosecutes such cure to completioncompletion with due diligence). (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of Tenant further agrees that any one or more of the following events shall constitute a material be considered events of default and breach of this Lease by Lessee:as said term is used herein, that is to say, if (a) The vacating Tenant shall be adjudged an involuntary bankrupt, or abandonment a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy law as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or set aside within sixty (60) days from the date of the Premises by Lessee for three (3) consecutive months.entry or granting thereof; or (b) The failure by Lessee Tenant shall file or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws as now or hereafter amended, or Tenant shall institute any proceedings or shall give its consent to the institution or any proceedings for any relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or (c) Tenant shall make any payment assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or (d) The Leased Premises are levied upon by any revenue officer or similar officer; or (e) A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated or set aside within sixty (60) days from the date of entry or granting thereof; or (f) Tenant shall default in any monthly payments of rent of or in any other payment required to be made by Lessee hereunder, as and Tenant hereunder when due as herein provided or shall default under Sections 6.0 or 6.1 hereof and such default shall continue for ten (10) days after notice thereof in writing to Tenant; provided however that Landlord shall not have to give written notice after three (3) days’ notice having non-payment notices have been given by Lessor to Lessee.during any 12 month period; or (cg) The failure by Lessee Tenant shall fail to observe contest the validity of any lien or perform claimed lien and give security to Landlord to insure payment thereof, or having commenced to contest the same and having given such security, shall fail to prosecute such contest with diligence, or shall fail to have the same released and satisfy any judgment rendered thereon, and such default continues for ten (10) days after notice thereof in writing to Tenant; (h) Tenant shall default in any of the covenants, conditions or provisions of this Lease other covenants and agreements herein contained to be kept, observed or and performed by LesseeTenant, other than described in paragraph (b) above, where and such failure default shall continue for thirty (30) days after notice thereof in writing to Tenant; or (i) There has been a formal filing of documents toward the dissolution, winding up or other termination of the existence of Tenant. Upon the occurrence of any one or more of such events of default, Landlord may at its election terminate this Lease or terminate Tenant’s right to possession only, without terminating the Lease. Upon termination of this Leases or of Tenant’s right to possession, Landlord may re-enter the Leased Premises with process of law using such force as may be necessary, and remove all persons, fixtures, and chattels therefrom and Landlord shall not be liable for any damages resulting therefrom. Upon termination of the Lease, or upon any termination of the Tenant’s right to possession without termination of the Lease, the Tenant shall surrender possession and vacate the Leased Premises immediately, and deliver possession thereof to the Landlord, and hereby grants to the Landlord the full and free right, without demand or notice of any kind to Tenant (except as hereinabove expressly provided for), to enter into and upon the Leased Premises in such event with process of law and to repossess the Leased Premises as the Landlord’s former estate and to expel or remove the Tenant and any others who may be occupying or within the Leased Premises without being deemed in any manner guilty of trespass, eviction, or forcible entry or detainer without incurring any liability for any damage resulting therefrom and without relinquishing the Landlord’s rights to rent or any other right given to the Landlord hereunder or by operation of law. Upon termination of the Lease, Landlord shall be entitled to recover as damages, all rent and other sums due and payable by Tenant on the date of termination, plus (1) an amount equal to the future rent of the Leased Premises for the residue of the stated term hereof, and other sums provided herein to be paid by Tenant for the residue of the stated term; (2) the cost of performing any other covenants to be performed by Tenant; and (3) expenses and cost of reletting the Leased Premises, as described herein. If the Landlord elects to terminate the Tenant’s right to possession only, without terminating the Lease, the Landlord may, at the Landlord’s option enter into the Leased Premises, remove the Tenant’s signs and other evidences of tenancy, and take and hold possession thereof as hereinabove provided, without such entry and possession terminating the Lease or releasing the Tenant, in whole or in part, from the Tenant’s obligations to pay the rent hereunder for the full term or from any other of its obligations under this Lease. Landlord shall use best efforts to relet all or any part of the Leased Premises for such rent and upon terms as shall be satisfactory to Landlord (including the right to relet the Leased Premises for a term greater or lesser than that remaining under the Lease term, and the right to relet the Leased Premises as a part of a larger area, and the right to change the character or use made of the Leased Premises). If Landlord should determine to relet the Leased Premises, Landlord may decorate or make any repairs, changes, alterations or additions in or to the Leased Premises that may be necessary or convenient. If Landlord does not relet the Leased Premises, Tenant shall pay to Landlord on demand damages equal to the amount of the rent, and other sums provided herein to be paid by Tenant for the remainder of the Lease term. if the Leased Premises are relet and a sufficient sum shall not be realized from such reletting after paying all of the expenses of such decorations, repairs, changes, alterations, additions, the expenses of such reletting and the collection of the rent accruing therefrom (including, but not by way of limitation, attorneys’ fees and brokers’ commissions), to satisfy the rent herein provided to be paid for the remainder of the Lease term. Tenant shall pay to Landlord on demand any deficiency and Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of this Section from time to time. If Tenant shall default under subsection (h) hereof, and if such default cannot with due diligence be cured within a period of thirty (30) days, and if notice thereof in writing shall have been given to Tenant, and if Tenant promptly commences to eliminate the cause of such default, then Landlord shall not have the right to declare said term ended by reason of such default or to repossess the Leased Premises without terminating the Lease so long as Tenant is proceeding diligently and with reasonable dispatch to take all steps and do all work required to cure such default and does so cure such default within ninety (90) days after written notice hereof from Lessor to Lessee; thereafter, provided, however, that if the nature curing of Lessee’s any default is in such that more than thirty (30) days are reasonably required for its cure, then Lessee manner shall not be deemed construed to be in default if Lessee commenced such cure within said thirty (30) day period limit or restrict the right of Landlord to declare the term ended or to repossess without terminating the Lease, and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially enforce all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, its right and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises remedies hereunder for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lesseedefault not so cured. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The Any obligation of Lender hereunder shall terminate -------- without further notice or demand, at Lender's option, upon the occurrence of any one or more of the following events which shall constitute a material default and breach hereafter be referred to as "Events of this Lease by LesseeDefault": (a) The vacating Failure by Borrower to make any payment due under this Agreement or abandonment the other Loan Documents within fifteen (15) days of the Premises by Lessee for three (3) consecutive monthsdate when it is due. (b) The Absent a specific grace or curative period to the contrary, failure by Lessee to make any payment of rent in the due, prompt and complete observance or performance of any other payment required to be made by Lessee hereundermaterial condition, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe covenant or perform obligation of Borrower or Guarantor set forth in any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue Loan Document for a period of thirty (30) days after Lender's giving of written notice hereof from Lessor to Lessee; provided, however, that if Borrower or Guarantor of the nature occurrence of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completiondefault. (ic) The making Any default (after expiration of applicable grace period) by Lessee of any general assignment Borrower or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement Guarantor under any law agreement or any instrument delivered in connection therewith relating to bankruptcy the Loan. (unless, d) Any representation or warranty or omission by Borrower or Guarantor to Lender concerning Borrower or Guarantor shall be false or misleading in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) daysany material respect; or (iv) any omission, representation or warranty with respect to the attachmentPremises, execution or other judicial seizure any omission, warranty or representation of substantially all of Lessee’s assets located at the Premises Borrower or of Lessee’s interest Guarantor contained herein or otherwise proves to be false or misleading in this Lease, where such seizure is not discharged within ninety (90) daysany material respect. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee making of any guarantor order or entry of Lessee’s any decree in a court of competent jurisdiction enjoining or prohibiting Borrower or Lender or either of them from performing their covenants, obligations hereunder, or conditions contained herein and any of them, was materially falsesuch proceedings are not discontinued or such order or decree is not vacated within sixty (60) days after the making or granting thereof. (f) The removal by Lessee If Borrower neglects, fails or refuses to keep in force and effect any permit or approval with respect to the operation of substantially all of Lessee’s furniture from the Premises, which permit or approval is necessary to operate the Premises for three (3) consecutive monthsin compliance with applicable law, or any policy or policies of insurance or title insurance or any undertakings required hereunder. (g) The failure by Lessee to move into or take possession If (i) the Borrower files a petition with a United States Bankruptcy Court seeking relief under any Chapter of the Premises United States Bankruptcy Code; or (ii) a case is commenced upon the filing of a petition against the Borrower in a United States Bankruptcy Court seeking relief under any Chapter of the United States Bankruptcy Code unless either the petition is withdrawn or the proceeding dismissed within fifteen sixty (1560) days after the date of the commencement of the term proceeding or an order is entered by the Bankruptcy Court granting Lender adequate protection (within the meaning of this Lease. (h11 U.S.C. Sections 361 and 362) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, the Lender to the full extent of the Loan; or (iiiii) any parent company the Borrower's interest in the Land and Improvements is sold under attachment, execution or subsidiary company similar legal process; or affiliate (iv) a court of competent jurisdiction orders the appointment of a Trustee, receiver or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all liquidator of the assets used in connection with Premises or of any part thereof or of or for the business conducted in the Premises.Borrower and such order or appointment shall not have been removed or resolved within sixty (60) days of such order; or

Defaults. The occurrence of a. A default occurs under this mortgage if: 1) the mortgagor breaks any one or more of the following events shall constitute mortgagor’s promises and agreements contained in this mortgage; 2) the mortgagor breaks any promise or agreement which the mortgagor has made to the mortgagee in a material default and breach of this Lease by Lessee: (a) The vacating or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee to make any payment of rent mortgage of any other payment required to be land or other property or in any other agreement the mortgagor has made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform with the mortgagee even though the mortgagor may not have broken any of the covenantsmortgagor’s promises and agreements contained in this mortgage; 3) the mortgagor does not pay any instalment payment on the instalment payment date; 4) the mortgagor or any guarantor commits an act of bankruptcy, conditions a petition is filed or provisions an assignment is made under any present or future bankruptcy or insolvency legislation against the mortgagor or a guarantor, or a receiver or receiver-manager of this Lease the mortgagor or any guarantor is appointed or a proposal is made to the creditors of the mortgagor or any guarantor under any such bankruptcy legislation or a mortgagor or guarantor is wound up, dissolved or liquidated or resolves to do so; 5) the land is abandoned or is left unoccupied for 30 or more consecutive days; 6) the land or any part of it is sold or expropriated; 7) the mortgagor gives another mortgage of the land to someone other than the mortgagee without the prior written consent of the mortgagee; 8) the mortgagor does not release any judgement registered in the Office of the Registry of Deeds against the land within 30 days after receiving notice of its registration; 9) the mortgagor allows any mechanics’ lien to remain unreleased on title to the land for more than 30 days unless the mortgagor: a) diligently disputes the validity of the lien by taking all necessary legal steps to do so, b) gives reasonable security to the mortgagee to pay the lien in full if it is found to be observed or performed by Lesseevalid, other than described and c) authorizes the mortgagee to use the security to pay the lien in paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion.full; (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii10) the filing by or against Lessee mortgagor allows the land to deteriorate so as to reduce the value of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iiiland; 11) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor mortgagee discovers that any financial statement given information supplied to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used mortgagee in connection with the business conducted mortgagor’s application for mortgage financing, or in response to conditions set out in the Premisesmort- ▇▇▇▇▇’s offer to provide mortgage financing, is false or misleading in any material way. b. If a default occurs under this mortgage, it will have the same effect as though a default had occurred under any other mortgage or agreement between the mortgagor and the mortgagee.

Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease hereof by LesseeTenant: (a) The vacating or abandonment of the Premises Property by Lessee for three (3) consecutive months.Tenant; (b) The failure by Lessee Tenant to make any payment of rent of or any other payment required to be made by Lessee Tenant hereunder, as and when due after due, where such failure shall continue for a period of three (3) days’ days after written notice having been given thereof from Landlord to Tenant. In the event that Landlord serves Tenant with a notice to pay rent or vacate pursuant to applicable unlawful detainer or other statutes, such notice shall also constitute the notice required by Lessor to Lessee.this subsection; (c) The failure by Lessee Tenant to observe or perform any of the covenants, conditions or provisions of this Lease hereof to be observed or performed by LesseeTenant, other than described in paragraph Subsection (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof thereof from Lessor Landlord to LesseeTenant; provided, however, that if the nature of LesseeTenant’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee Tenant shall not be deemed to be in default if Lessee commenced Tenant commences such cure within said thirty (30) day period and thereafter diligently pursues prosecutes such cure to completion.; (i) The making by Lessee Tenant of any general arrangement or assignment or general arrangement for the benefit of creditors; (ii) Tenant becomes a “debtor” as defined under the filing by Federal Bankruptcy Code or against Lessee of a petition to have Lessee adjudged a bankrupt any successor statute thereto or a petition for reorganization any other statute affording debtor relief, whether state or arrangement under any law relating to bankruptcy federal, (unless, in the case of a petition filed against LesseeTenant, the same is dismissed within ninety thirty (9030) days), or admits in writing its present or prospective insolvency or inability to pay its debts as they mature, or is unable to or does not pay a material portion (in numbers or dollar amount) of its debts as they mature; (iii) the appointment of a trustee or receiver to take possession of substantially all or a substantial portion of LesseeTenant’s assets located at the Premises Property or of LesseeTenant’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all or a substantial portion of LesseeTenant’s assets located at the Premises Property or of LesseeTenant’s interest in this Lease; or (v) the entry of a judgment against Tenant which affects Tenant’s ability to conduct its business in the ordinary course; provided, where however, to the extent that any provision of this Subsection 13.1(d) is contrary to any applicable law, such seizure is not discharged within ninety (90) days.provision shall be of no force or effect to such extent only; and/or (e) The discovery by Lessor Landlord that any financial statement statement, warranty, representation or other information given to Lessor Landlord by LesseeTenant, an any assignee of LesseeTenant, any subtenant of lesseeTenant, any successor in interest of Lessee of Tenant or any guarantor of LesseeTenant’s obligations obligation hereunder, and any of themin connection with this Lease, was materially falsefalse or misleading when made or furnished. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of any one 12.1 In the event that (i) Lessee shall fail to pay the Base Rent or more of the following events shall constitute a material default and breach of this Lease by Lessee: (a) The vacating or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee to make any payment of rent of any other payment required Amount Due within five (5) days after its due date, or (ii) Lessee shall fail to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform comply with any of the terms, covenants, conditions conditions, or provisions agreements herein contained or any of this Lease to be observed the rules and regulations now or performed by Lessee, other than described in paragraph (b) above, where hereafter established for the government of the Building and such failure to comply continues for thirty (30) days after Lessor's written notice to Lessee thereof, or (iii) Lessee shall continue fail for a period of more than thirty (30) days after written notice hereof thereof from Lessor to Lessee to comply with any term, provision, condition or covenant of any other agreement between Lessor and Lessee; then Lessor shall have the option, but not the obligation, to do any one or more of the following in addition to, and not in limitation of, any other remedy permitted by law, in equity or by this Lease: 12.1.1 Terminate this Lease, in which event Lessee shall surrender the Premises to Lessor immediately upon expiration of ten (10) days from the date of the service upon Lessee of written notice to that effect, without any further notice or demand. In the event Lessor shall become entitled to the possession of the Premises by any termination of this Lease herein provided, howeverand Lessee shall refuse to surrender or deliver up possession of the Premises after the service of such notice, that then Lessor may, without further notice or demand, enter into and upon the Premises, or any part thereof, and take possession of and repossess the Premises as Lessor's former estate, and expel, remove, and put out of possession Lessee and its effects, using such help, assistance and force in so doing as may be needful and proper, without being liable for prosecution or damages therefor, and without prejudice to any remedy allowed by law available in such cases. Lessee shall indemnify Lessor for all loss, cost, expense, and damage which Lessor may suffer by reason of the termination, whether through inability to relet the Premises, or through decrease in rent or otherwise. In the event of such termination, Lessor may, at its option, recover forthwith its actual damages a sum of money equal to the total of (a) the cost of recovering the Premises (including, without limitation, actual attorneys' fees reasonably incurred and cost of suit), (b) the unpaid rent earned at the time of termination, plus late charges and interest thereon at the rate specified in paragraph 2.2 hereof, (c) the present value (discounted at the rate of 8% per annum) of the balance of the rent for the remainder of the Lease Term less the present value (discounted at the same rate) of the fair market rental value of the Premises for said period, and (d) any other sum of money and actual damages owed by Lessee to Lessor. 12.1.2 Without terminating this Lease, retake possession of the Premises and rent the Premises, or any part thereof, for such term or terms and for such rent and upon such conditions as Lessor may, in its sole discretion, think best, making such changes, improvements, alterations, and repairs to the Premises as may be required. All rent received by Lessor from any reletting shall be applied first to the payment of any indebtedness other than rent due hereunder from Lessee; second, to the payment of any costs and expenses of the reletting, including but not limited to brokerage fees, attorneys' fees and a ratable portion of costs of such changes, improvements, alterations, and repairs; third, to the payment of rent due and unpaid hereunder; and the residue, if any, shall be held by Lessor and applied in payment of future rent or damage as they may become due and payable hereunder. If the nature rent received from the reletting during the Lease Term is at any time insufficient to cover the costs, expenses, and payments enumerated above, Lessee shall pay any deficiency to Lessor, as often as it shall arise, on demand. 12.1.3 Correct or cure the default and recover any amount expended in so doing, together with interest thereon until paid. 12.1.4 Recover any and all costs incurred by Lessor resulting directly, indirectly, proximately, or remotely from the default, including but not limited to reasonable attorneys' fees. 12.2 In addition to any other rights which Lessor may have, Lessor, in person or by agent, may enter upon the Premises and take possession of all or any part of Lessee’s 's property in the Premises, and may sell all or any part of such property at a public or private sale, in one or successive sales, with or without notice, to the highest bidder for cash, and, on behalf of Lessee, sell and convey all or part of the property to the highest bidder, delivering to the highest bidder all of Lessee's title and interest in the property sold to him. The proceeds of the sale of the property shall be applied by Lessor toward the reasonable costs and expenses of the sale, including, without limitation, attorneys' fees, and then toward the payment of all sums then due by Lessee to Lessor under the terms of this Lease. Any excess remaining shall be paid to Lessee or any other person entitled thereto by law. Such sale shall bar Lessee's right of redemption. 12.3 In the event of a default is such that or threatened default under this Lease by Lessee, Lessor shall be entitled to all equitable remedies, including, without limitation, injunction and specific performance. 12.4 Pursuit of any of the remedies herein provided shall not preclude the pursuit of any other remedies herein provided or any other remedies provided at law or in equity. Failure by Lessor to enforce one or more than thirty (30) days are reasonably required for its cure, then Lessee of the remedies herein provided shall not be deemed or construed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee constitute a waiver of any general assignment default, or general arrangement for the benefit of creditors; (ii) the filing by any violation or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee breach of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lesseeterms, provisions, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lesseecovenants herein contained. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease hereof by LesseeTenant: (a) The vacating or abandonment of the Premises Property by Lessee for three (3) consecutive months.Tenant; (b) The failure by Lessee Tenant to make any payment of rent of or any other payment required to be made by Lessee Tenant hereunder, as and when due after due, where such failure shall continue for a period of three (3) days’ days after written notice having been given thereof from Landlord to Tenant. In the event that Landlord serves Tenant with a notice to pay rent or vacate pursuant to applicable unlawful detainer or other statutes, such notice shall also constitute the notice required by Lessor to Lessee.this subsection; (c) The failure by Lessee Tenant to observe or perform any of the covenants, conditions or provisions of this Lease hereof to be observed or performed by LesseeTenant, other than described in paragraph Subsection (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof thereof from Lessor Landlord to LesseeTenant; provided, however, that if the nature of Lessee’s Tenant's default is such that more than thirty (30) days are reasonably required for its cure, then Lessee Tenant shall not be deemed to be in default if Lessee commenced Tenant commences such cure within said thirty (30) day period and thereafter diligently pursues prosecutes such cure to completion.; (i) The making by Lessee Tenant of any general arrangement or assignment or general arrangement for the benefit of creditors; (ii) Tenant becomes a "debtor" as defined under the filing by Federal Bankruptcy Code or against Lessee of a petition to have Lessee adjudged a bankrupt any successor statute thereto or a petition for reorganization any other statute affording debtor relief, whether state or arrangement under any law relating to bankruptcy federal, (unless, in the case of a petition filed against LesseeTenant, the same is dismissed within ninety thirty (9030) days), or admits in writing its present or prospective insolvency or inability to pay its debts as they mature, or is unable to or does not pay a material portion (in numbers or dollar amount) of its debts as they mature; (iii) the appointment of a trustee or receiver to take possession of substantially all or a substantial portion of Lessee’s Tenant's assets located at the Premises Property or of Lessee’s Tenant's interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all or a substantial portion of Lessee’s Tenant's assets located at the Premises Property or of Lessee’s Tenant's interest in this Lease; or (v) the entry of a judgment against Tenant which affects Tenant's ability to conduct its business in the ordinary course; provided, where however, to the extent that any provision of this Subsection 13.1(d) is contrary to any applicable law, such seizure is not discharged within ninety (90) days.provision shall be of no force or effect to such extent only; and/or (e) The discovery by Lessor Landlord that any financial statement statement, warranty, representation or other information given to Lessor Landlord by LesseeTenant, an any assignee of LesseeTenant, any subtenant of lesseeTenant, any successor in interest of Lessee of Tenant or any guarantor of Lessee’s obligations Tenant's obligation hereunder, and any of themin connection with this Lease, was materially falsefalse or misleading when made or furnished. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of 6.1 If Purchaser breaches this Agreement, then the Title Company shall deliver the Deposit to Seller as full compensation for its damages and as its sole remedy, given that the parties acknowledge and agree that actual damages are impossible to ascertain with any one or more of certainty but the following events shall constitute Deposit is a material default and breach of this Lease by Lessee: (a) The vacating or abandonment of reasonable estimate thereof. Notwithstanding the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee to make any payment of rent of any other payment required to be foregoing, the indemnities made by Lessee hereunderPurchaser set forth in Section 3.4, as Section 3.6 and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice Article XI hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completionlimited by the foregoing limitation on remedies. 6.2 If the Seller breaches this Agreement, Purchaser shall, as its sole remedy, have the right: (ia) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unlessdeclare this Agreement terminated, in which event the case of a petition filed against LesseeDeposit shall be promptly returned to Purchaser, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (ivb) the attachment, execution or other judicial seizure to seek specific performance of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of LesseeSeller’s obligations hereunder, provided that, in the event that Purchaser shall be unable, after using diligent, good faith efforts, to obtain such specific performance of such obligations, Purchaser shall retain the right to terminate this Agreement on account of any such breach and any in such event, Seller shall promptly thereafter pay to Purchaser an amount equal to all reasonable, actual, third party out of them, was materially false. pocket expenses incurred by Purchaser (fas evidenced by delivery of copies of paid receipts to Seller) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted transaction evidenced hereby but not in excess of the sum of $25,000.00, in any event. 6.3 Notwithstanding Section 6.2 above, in the Premisesevent of a non-monetary default by Seller, Seller shall have the right, but not the obligation, to cure, or attempt to cure the default before Purchaser may exercise its rights granted under Section 6.2, provided Seller commences to cure said default within ten (10) business days of Seller’s receipt of written notice of such default from Purchaser and Seller thereafter diligently pursues the cure, it being understood by Seller and Purchaser that the Closing Date will be extended for up to 15 days so long as Seller uses diligence to complete such cure.

Defaults. Lessee agrees not to use Equipment if in default ten (10) days on any payment. The occurrence of any one or more of the following events shall shall, at Lessor’s election, constitute a material default and breach of this Lease by hereunder: (i) Lessee: (a) The vacating or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The ’s failure by Lessee to make pay any payment of rent of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue hereunder for a period of ten (10) days following the date due, (ii) Lessee’s failure to perform any other covenant hereunder and such failure is not cured within ten (10) days following Lessor’s written notice thereof, (iii) the interest of Lessee is levied upon under execution or other legal process, (iv) Lessee becomes insolvent or makes any filing for any bankruptcy, insolvency, reorganization, or moratorium or has any such involuntary filing made against Lessee and such filing is consented to by Lessee or remains undismissed for thirty (30) days, (v) Lessee abandons the Equipment, (vi) any material adverse change in the Lessee, or (vii) Lessor reasonably deems itself insecure. In the event of a default, Lessor shall be entitled to all remedies at law or equity, take possession of the Equipment (which shall not constitute termination of this Lease as to the Equipment unless Lessor expressly so notifies Lessee in writing), recover all money due (including declaring the entire amount of rent hereunder immediately due and payable), collect damages for any injury to, and all expenses incurred in returning, the Equipment, terminate this Lease as to any or all items of Equipment, all without posting any bond or surety. All rights and remedies are cumulative, and the exercise of any right or remedy provided hereunder shall be without prejudice to the right to exercise any other right or remedy provided herein, by law or equity. Lessee shall permit the Equipment to be removed by Lessor and will assemble such Equipment at such time and place as Lessor may require, whether upon the occurrence of a default, expiration or termination of this Lease or otherwise. PAYMENTS/PRICES: Initial rental fees for the first twenty eight (28) days including orientation and delivery fees are due thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default billing date. Each subsequent invoice is such that more than due thirty (30) days are reasonably required from billing date (prorated for its curepartial months) and payable as directed by Lessor. The lesser of the highest permissible legal interest rate and two (2) percent per month shall be due on all amounts outstanding past due date. All sales, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunderlease, and any of themuse taxes, was materially false. Goods and Service Tax (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three GST), Harmonized Sales Tax (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee HST), personal property taxes and other taxes and assessments imposed with respect to the Equipment, except for any taxes imposed with respect to the net income of Lessor, are additional and to be paid by Lessee. No retention of any kind will be held on any payments. Lessee agrees that payments to Lessor are not conditioned upon payment by Project Owner or Project Prime Contractor to Lessee. All monies payable shall be paid in U.S. Dollars and shall be free of set-off, counter claims, retentions, retainage or deductions unless approved in a writing signed by both parties. All Lessor rates and prices on Page 1 are based on work being carried out Monday to Friday, 7:00 a.m. to 3:00 p.m. After hours, weekends or Public Holiday work has not been allowed for, unless stated in quote. Work performed at these times will incur additional charges as per current Price List. (Saturdays + 25%, Sundays, Public Holidays and after hours +30%). All lease and other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all payments made pursuant to this Lease shall be made at the address of the assets used in connection with the business conducted in the PremisesLessor indicted herein or at such other address as shall be designated from time to time by Lessor.

Defaults. The occurrence of any one or more Purchaser shall pay interest @ 15% per annum on all sums becoming due hereunder and which the Purchaser fails to pay to the Developer within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights of the following events Developer hereunder. The Developer shall constitute a material have the discretion to waive and/or reduce the interest payable as aforesaid. 12.1 Having no default and breach of this Lease by Lessee: (a) The vacating or abandonment on the part of the Premises Developer, in case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, the Developer shall give one month's notice in writing to the Purchaser setting out the default or breach complained of and calling upon the Purchaser to remedy the default or breach complained of and if on the expiry of such notice, the Purchaser continues the default or breach, then this agreement shall at the option of the Developer stand terminated and rescinded and the Developer shall become entitled to enjoy and/or transfer the said Flat/unit to any person without in any way becoming liable to the Purchaser and upon the Developer having entered unto a contract for sale of the said Flat/unit with any new buyer or buyers, the Developer shall refund to the Purchaser the ▇▇▇▇▇▇▇ money paid by Lessee for three the Purchaser to the Developer after deduction of a sum equivalent to 10% (3Ten Percent) consecutive monthsthereof as and by way of pre-determined compensation/liquidated damages or service charges. (b) The failure 12.2 In case the Developer condones the default of the Purchaser then in such event, the Purchaser shall, along with such dues and/or arrears, pay interest at the rate mentioned hereinabove for the period of default on all amounts remaining unpaid and none the less in addition thereto it is expressly agreed and declared that the period stipulated in the Third Schedule hereunder written for construction of the said Flat/unit by Lessee to make any payment the Developer shall stand automatically extended by such period of rent of any other payment required to be made default by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lesseethe Purchaser. (c) The 12.3 In case the Purchaser complies with and/or is ready and willing to comply with his obligations hereunder and the Developer fails to construct the said Unit within the period stipulated in the Third Schedule hereunder written then the Developer shall be allowed automatically an extension of 6 months and in case of failure by Lessee to observe or perform any on the part of the covenants, conditions or provisions of this Lease Developer to be observed or performed by Lessee, other than described construct the said Unit even within such extended period then and only in paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion.event:- (i) The making if the Developer has been prevented from constructing the said Unit within the said period due to force majeure then the Purchaser shall be entitled to terminate the contract by Lessee serving a three months’ notice in writing when and in which event, the Developer shall be liable on demand to refund the amount of any general assignment or general arrangement for consideration paid by the benefit Purchaser to the Developer till then arising from the date of creditors; payment of the amount by the Purchaser to the Developer till the date of refund of the amount, and such amount shall be a charge on the said Unit until payment thereof, and (ii) if the filing by or against Lessee of a petition Developer has not so been prevented from constructing the said Unit within the said period due to force majeure then the Purchaser shall have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating the option either to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s claim interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture @ 12% per annum from the Premises for three (3) consecutive months. (g) The failure Developer on the amount of consideration paid by Lessee to move into or take the Purchaser the Developer till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the Premises within fifteen (15) days after said Unit to the commencement Purchaser or to terminate the contract upon one month’s notice in writing and claim refund of the term amount of this Leaseconsideration paid by the Purchaser to the Developer till then. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of any one or more of the following events shall -------- constitute a material default hereunder: (1) If Tenant defaults in the payment of rent (whether Base Rent, Operating Cost Share Rent, Tax Share Rent or Additional Rent), or any other sum required to be paid by this Lease; provided, however, that Landlord shall not be entitled to exercise its remedies set forth herein or at law or in equity with respect to such default, unless such default is not remedied within five (5) days after written notice thereof by Landlord to Tenant; (2) If Tenant defaults in the prompt and breach full performance or observance of any term, covenant, agreement or provision of this Lease (except those specified in Subsections (1), (3), (4), (5), (6), (7), (8) and (9) of this Section 11A); provided, however, that Landlord shall not be entitled to exercise its remedies set forth herein or at law or in equity with respect to such default, (i) if such default is remedied within seven (7) days after written notice thereof by Lessee:the Landlord, (or if such default involves a hazardous condition and it is not cured by Tenant immediately upon written notice to Tenant), or (ii) with respect to a default which cannot reasonably be cured within seven (7) days, if Tenant immediately commences to cure and diligently proceeds to complete the cure of such default within a reasonable time period which shall in no event extend beyond ninety (90) days after Tenant receives written notice of such default; (a) The vacating or abandonment of the Premises by Lessee for three (3) consecutive months.If Tenant abandons or vacates the Premises during the Term hereof without rent being paid; (b4) The failure by Lessee to make any payment If the leasehold interest of rent Tenant is levied upon under execution or is attached under process of any other payment required to be made by Lessee hereunderlaw, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe which levy or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue attachment continues for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion.days; (i5) The making by Lessee of any If Tenant becomes insolvent or bankrupt or shall generally not pay its debts as they become due or shall admit in writing its inability to pay its debts or shall make a general assignment or general arrangement for the benefit of creditors; ; (ii6) the filing by If Tenant shall commence any case, proceeding or against Lessee other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of a petition to have Lessee adjudged a bankrupt it or a petition for reorganization or arrangement its debts under any law relating to bankruptcy (unlessbankruptcy, in the case insolvency, reorganization or relief of a petition filed against Lesseedebtors, the same is dismissed within ninety (90) days); (iii) the or seeking appointment of a trustee receiver, trustee, custodian or receiver other similar official for it or for all or any substantial part of its property; (7) If Tenant shall take any corporate or other action to take possession authorize any of substantially the actions set forth above in Subsections (5) and (6) of this Section 11A; (8) If any case, proceeding or other action against Tenant shall be commenced seeking to have an order for relief entered against it as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of Lessee’s assets located at its property, and such case, proceeding or other action (i) results in the Premises or entry of Lessee’s interest in this Lease, where possession an order for relief against it which is not restored to Lessee fully stayed within ninety seven (907) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) business days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, entry thereof or (ii) any parent company or subsidiary company or affiliate or agent remains undismissed for a period of Lessor and Lessee.thirty (30) days; or (k9) The assignment If Tenant does any act, or any other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premisescircumstance occurs, which this Lease expressly provides is a default hereunder.

Defaults. The occurrence If Tenant (i) fails to pay when due any installment of Rent, Additional Rent, or other charges due hereunder for 5 days after the same is due, or (ii) fails to perform any one other covenant, term, agreement or more of the following events shall constitute a material default and breach condition of this Lease by Lessee: (a) The vacating or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee to make any payment of rent of any other payment required to be made by Lessee hereunderLease, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue continues for a period of thirty (30) 20 days after written notice hereof from Lessor to Lessee; Landlord (provided, however, that if the nature of Lessee’s such default other than for nonpayment is such that more than thirty (30) days are the same cannot reasonably required for its curebe cured within such 20-day period, then Lessee Tenant shall not be deemed in default if Tenant shall commence such cure within said 20-day period and thereafter diligently prosecute the same to completion), then, Landlord, in addition to all other rights and remedies available to Landlord at law or equity or by other provisions hereof, may, without process, immediately re-enter the Premises and remove all persons and property and, at Landlord’s option, terminate this Lease or terminate Tenant’s right to possession of the Premises without terminating the Lease. T▇▇▇▇▇ further agrees that in case of any such termination Tenant will indemnify Landlord against all loss of rents and other damage which Landlord may incur by reason of such termination, including, without limitation, reasonable attorneys’ fees. Notwithstanding the five (5) day grace period set forth in this paragraph 17(a)(i) above, if Tenant’s payments of Rent, Additional Rent or other charges are received after the date due by 7 or more days in the aggregate in any given Lease Year (meaning, for example, 3 days late in one month, 2 days late in another month and 2 days late in yet another month, for a cumulative total of 7 days), Tenant will thereafter for the balance of said Lease Year be deemed to be in default under this paragraph 17(a)(i) if Lessee commenced such cure payments are not received on the due date (provided, however, that Landlord must provide notice to Tenant when Tenant’s late payments first total seven (7) or more days in any Lease Year, after which notice Tenant shall be allowed one (1) additional late payment within said thirty such five (305) day grace period and before Tenant is thereafter diligently pursues such cure deemed to completion. (i) The making by Lessee of any general assignment or general arrangement be in default if payments are not received on the due date for the benefit balance of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) dayssaid Lease Year); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) . The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession terms of the Premises within fifteen (15) days after grace periods set forth herein shall be reinstated as of the commencement of the term of this Leaseeach subsequent Lease Year. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of In the event any one or more of the following events shall constitute occur (each, a material default and breach of this Lease by Lessee:“Default”): (a) The vacating or abandonment Subtenant shall fail to make payment to Sublandlord of the Premises by Lessee any Rent and, such non-payment shall continue for a period of three (3) consecutive months.business days after written notice given to Subtenant by Sublandlord or Sublandlord’s agent; or (b) The failure by Lessee Subtenant shall fail to make any payment of rent to Sublandlord of any other payment required to be made by Lessee monetary obligations hereunder, as and when due such non-payment shall continue for a period of thirty (30) days after three (3) days’ written notice having been given to Subtenant by Lessor to Lessee.Sublandlord or Sublandlord’s agent; or (c) The failure by Lessee Subtenant shall fail, neglect or refuse to observe or keep and perform any of the other covenants, conditions conditions, stipulations or provisions of this Lease agreements herein contained, covenanted and agreed to be observed or kept and performed by LesseeSubtenant, other than described and in paragraph (b) above, where the event any such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor thereof given in writing to LesseeSubtenant by Sublandlord or Sublandlord’s agents; provided, however, that if the nature of Lessee’s default is Subtenant cannot reasonably cure such that more than failure within such thirty (30) days are day period, Subtenant shall have such additional period of time as Subtenant reasonably required for requires so long as Subtenant continues to cure its cure, then Lessee shall not be deemed to be in default if Lessee commenced failure within such cure within said thirty (30) day period and thereafter diligently pursues proceeds with due diligence to cure such cure to completion.failure; or (id) The making by Lessee Any voluntary or involuntary petition or similar pleading under any section or sections of any general bankruptcy act shall be filed by or against Subtenant, or any voluntary or involuntary proceeding in any court or tribunal shall be instituted to declare Subtenant insolvent or unable to pay Subtenants debts, and the same shall not be dismissed or discharged within ninety (90) days after receipt by Subtenant of notice of such proceeding; or (e) Subtenant makes any assignment or general arrangement of its property for the benefit of creditors; creditors or should the Subleased Premises be taken under a levy of execution or attachment in any action against Subtenant and such levy, attachment or assignment is not dismissed or discharged within ninety (ii90) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unlessdays after such assignment or, in the case of a petition filed against Lesseelevy or attachment, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises within fifteen (15) days after the commencement receipt by Subtenant of the term of this Leasenotice thereof. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence 15.1 If Licensee fails to make any payment due hereunder, (a) Licensee shall pay interest on the unpaid balance thereof from and including the date such payment becomes due until the date the entire amount is paid in full at a rate equal to the prime rate being charged in New York, New York, by Citibank, N.A. as of any one the close of business on the date the payment first becomes due plus percent ( %), and (b) if such default shall continue uncured for a period of fifteen (15) days thereafter, Licensor shall have the right to terminate this Agreement forthwith by written notice thereof to Licensee. If Licensee discontinues the manufacture and distribution of Articles for a period of sixty (60) or more days, if it exports Articles from the Territory or if it defaults on any obligation which is secured by a security interest in any Articles, Licensor shall have the right to terminate this Agreement forthwith by written notice thereof to Licensee. If Licensor fails or if Licensee otherwise fails to perform any of the following events shall constitute terms, conditions, agreements or covenants in this Agreement on its part to be performed and (i) such default is not curable, or (ii) such default is curable but continues uncured for a material period of fifteen (15) days after notice thereof has been given to the defaulting party in writing by the other party or (iii) such Confidential Treatment Requested - Portions filed seperately with the Commission. default is curable, but not within fifteen (15) days, and breach of the defaulting party is not diligently taking all steps necessary to cure the default as promptly as practicable, the other party, at its sole election, may terminate this Lease Agreement forthwith by Lessee:written notice thereof to the defaulting party. (a) The vacating In the event that Licensee files a petition in bankruptcy, is adjudicated a bankrupt or abandonment files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy if filed against it or it becomes insolvent or makes an assignment for the benefit of the Premises by Lessee its creditors or a custodian, receiver or trustee is appointed for three (3) consecutive monthsit or a substantial portion of its business or assets, this Agreement shall terminate automatically and forthwith. (b) The failure by Lessee to make any payment of rent of No assignee for the benefit or creditors, custodian, receiver, trustee in bankruptcy, sheriff or any other payment required officer of the court or official charged with taking over custody of Licensee's assets or business shall have any right to be made by Lessee hereunder, as and when due after three continue this Agreement or to exploit or in any way use the Licensed ▇▇▇▇ if this Agreement terminates pursuant to paragraph 15.2 (3a) days’ notice having been given by Lessor to Lesseeabove. (c) The failure by Lessee to observe or perform any of Notwithstanding the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph 15.2 (b) above, where in the event that, pursuant to the Bankruptcy Code or any amendment or successor thereto (the "Code"), a trustee in bankruptcy of Licensee or Licensee, as debtor, is permitted to assume this Agreement and does so and, thereafter, desires to assign this Agreement to a third party, which assignment satisfies the requirements of the Code, the trustee or Licensee, as the case may be, shall notify Licensor of same in writing. Said notice shall set forth the name and address of the proposed assignee, the proposed consideration for the assignment and all other relevant details thereof. The giving of such failure notice shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure constitute the grant to completion. (i) The making by Lessee Licensor of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition an option to have Lessee adjudged a bankrupt this Agreement assigned to it or a petition to its designee for reorganization such consideration, or arrangement under any law relating to bankruptcy (unlessits equivalent in money, and upon such terms as are specified in the case of a petition filed against Lessee, notice. The aforesaid option may be exercised only by written notice given to the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at licensee, as the Premises or of Lessee’s interest in this Leasecase may be, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession of the Premises Licensor within fifteen (15) days after the commencement Licensor's receipt of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lesseenotice from such party, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer within such shorter period as may be deemed appropriate by Lessee of substantially all of the assets used in connection with the business conducted court in the Premisesbankruptcy proceeding. If Licensor fails to give its notice to such party within the said exercise period, such party may complete the assignment referred to in its notice, but only if such assignment is to the entity named in said notice and for the consideration and upon the terms specified therein. Nothing contained herein shall be deemed to preclude or impair any rights which Licensor may have as a creditor in any bankruptcy proceeding.

Defaults. The occurrence of If Subtenant shall (i) fail to pay when due any one Rent or more other sums due hereunder, or (ii) shall fail to faithfully perform any other obligation under this Sublease, or (iii) any other default under Article 21 of the following events Prime Lease occurs, then Subtenant shall constitute a material be in default and breach of this Lease by Lessee: (a) The vacating or abandonment Sublease and, Sublandlord shall have all of the Premises rights and remedies accorded to the Prime Landlord under the Prime Lease. Subtenant further agrees to reimburse Sublandlord for all costs and expenses, including reasonable attorneys' fees, incurred by Lessee for three (3) consecutive months. (b) The failure by Lessee to make any payment of rent of Sublandlord in asserting its rights hereunder against Subtenant or any other payment required party claiming by, through or under Subtenant. Notwithstanding anything to be made the contrary contained in the Prime Lease, the time limits (the "NOTICE PERIODS") contained in the Prime Lease for giving of notices, making of demands, curing defaults or performing any act, condition or covenant on the part of "Tenant", thereunder, are changed for the purpose of incorporation herein by Lessee hereunderreference by shortening the same in each instance by five (5) business days, as and when due after three so that in each instance Subtenant shall have five (35) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee fewer business days to observe or perform any of hereunder than Sublandlord has as the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee"Tenant" under the Prime Lease; provided, however, that if the nature Prime Lease allows a Notice Period of Lessee’s default is such that more than thirty five (305) business days are reasonably required for its cureor less, then Lessee Subtenant shall not nevertheless be deemed allowed the number of days equal to be one-half of the number of days in each Notice Period to give any such notice, make any such demands, cure any such default or perform any such act, condition or covenant; provided, further, that if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee one-half of any general assignment or general arrangement for the benefit number of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, days in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession Notice Period is not restored a whole number, Subtenant shall be allowed the number of days equal to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or take possession one-half of the Premises within fifteen (15) number of days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the PremisesNotice Period rounded up to the next whole number.

Defaults. The occurrence of Tenant agrees that any one or more of the following events shall constitute a material default and breach be considered an “event of this Lease by Lesseedefault” as that term is used herein: (a) The vacating Leased Property is levied upon by any revenue or abandonment of the Premises by Lessee for three (3) consecutive months.similar officer; or (b) The failure by Lessee to make A decree or order appointing a receiver of ▇▇▇▇▇▇’s property is made and such decree or order is not vacated or set aside within sixty (60) days from the date of entry or granting thereof; or (c) Tenant abandons the Leased Property or vacates the same during the term of this Lease; or (d) Tenant defaults in any payment of rent of or in any other payment required to be made by Lessee hereunder, as and Tenant hereunder when due as herein provided or shall default under Paragraph 13 hereof and such default continues for ten (10) business days after three (3) days’ written notice having been given by Lessor thereof to Lessee.Tenant; or (ce) The failure by Lessee ▇▇▇▇▇▇ fails to observe contest the validity of any lien or perform claimed lien and to give security to Landlord to insure payment thereof, or having commenced to contest the same and having given such security, fails to prosecute such contest with diligence, or fails to have the same released and satisfy any judgment rendered thereon, and such default continues for ten (10) days after written notice thereof to Tenant; or (f) Tenant defaults in any of the covenants, conditions or provisions of this Lease other covenants and agreements herein contained to be kept, observed or and performed by Lessee▇▇▇▇▇▇, other than described in paragraph (b) above, where and such failure shall continue default continues for a period of thirty (30) days after written notice hereof from Lessor thereof to LesseeTenant; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months.or (g) The failure Tenant is late in the payment of rent or other charges required to be paid hereunder on two or more occasions or defaults in the keeping, observing, or performing any other covenant or agreement herein contained to be kept, observed or performed by Lessee ▇▇▇▇▇▇ (provided notice of such delinquent payment or other default was given to move into Tenant, but whether or take not Tenant shall have timely cured any such default for which notice was given). Upon the occurrence of any one or more of such events of default, Landlord may at its election terminate this Lease or terminate Tenant's right to possession only, without terminating the Lease. Upon termination of this Lease or of Tenant's right to possession, Landlord may enter the Premises within fifteen (15) days after the commencement Leased Property with process of the term law and Landlord shall not be liable for any damages resulting therefrom. Upon termination of this Lease. , or upon any termination of the Tenant's right to possession without termination of the Lease, the Tenant shall surrender possession and vacate the Leased Property immediately and deliver possession thereof to the Landlord. Tenant hereby grants to Landlord the full and free right, without demand or notice of any kind to Tenant (h) Deleted. (i) Deleted. (j) Any default by Lessee except as hereinabove expressly provided for), to enter into and upon the Leased Property in such event with respect process of law and to repossess the Leased Property as the Landlord's former estate and to expel or remove the Tenant and any others who may be occupying or within the Leased Property without being deemed in any manner guilty of trespass, eviction, or forcible entry or detainer without incurring any liability for any damage resulting therefrom and without relinquishing the Landlord's rights to rent or any other lease between (i) Lessor and Lessee, right given to the Landlord hereunder or (ii) any parent company or subsidiary company or affiliate or agent by operation of Lessor and Lesseelaw. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Lessee:▇▇▇▇▇▇: Please Initial: Lessor Lessee MG WH (a) The vacating or abandonment of the Premises by Lessee for three (3) consecutive months. (b) The failure by Lessee to make any payment of rent of or any other payment required to be made by Lessee hereunderhereunder that is not received within five (5) days after Lessor provides Lessee written notice that the payment is due, as and which notice would be sent if rent is not received within ten (10) days of the date when due after three due; provided that, in the event Lessor shall send more than two (32) days’ notice having been given by such notices to Lessee within any consecutive twelve (12) month period, Lessor shall not be obligated to Lesseesend any further payment default notices to Lessee during the remainder of the Term. (cb) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee▇▇▇▇▇▇, other than described in paragraph Subsection (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof thereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee ▇▇▇▇▇▇ adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee▇▇▇▇▇▇, the same is dismissed within ninety sixty (9060) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee▇▇▇▇▇▇’s interest in this Lease, where possession is not restored to Lessee within ninety thirty (9030) days; or (iv) the attachment, execution execution, or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety thirty (9030) days. (ed) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal chronic delinquency by Lessee in the payment of substantially all of Lessee’s furniture from the Premises monthly rental, under this Lease. “Chronic delinquency” shall mean failure by Lessee to pay monthly rental, or any other periodic payment required to be paid by Lessee under this Lease, within ten (10) days as described in Section 13.1(b) above, for any three (3) months (consecutive months. or nonconsecutive) during any twelve (g12) The failure month period. In the event of the chronic delinquency, at Lessor’s option, Lessor shall have the additional right to require that monthly rental be paid by Lessee to move into or take possession quarter-annually, in advance, for the remainder of the Premises within fifteen (15) days after the commencement of the term of this LeaseTerm. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.