Common use of Event of Default Clause in Contracts

Event of Default. (a) The following shall, after the expiration of the applicable cure period provided in subsection (b) of this section, constitute an Event of Default: (i) the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An Event of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreement.

Event of Default. (a) The following shall, after the expiration occurrence of any one of the applicable cure period provided in subsection (b) of this section, following shall constitute an Event of DefaultDefault with respect to Seller: (i) A proceeding or case shall be commenced, without the breach application or consent of Seller, in any court of competent jurisdiction, seeking: (a) its liquidation, reorganization of its debts, dissolution or winding-up, or the composition or readjustment of its debts; (b) the appointment of a receiver, custodian, liquidator or the like of Seller or of all or any substantial part of its assets; or (c) similar relief in respect of Seller under any law relating to bankruptcy, insolvency, reorganization of its debts, winding-up, composition or adjustment of debt, and such proceeding shall remain in effect, for a period of one hundred twenty (120) Days; (ii) Seller makes an assignment of this Agreement in violation of Section 13.2 unless cured within thirty (30) Days after notice thereof by either party hereto Purchaser; (iii) Any representation made by Seller under Article VII that is determined to be false in the observance or performance of any material covenantrespect when made, condition or undertaking contained hereinunless cured within thirty (30) Days after notice thereof by Purchaser; or (iiiv) Seller shall fail to comply with any other material provision of this Agreement and such failure shall: continue uncured for thirty (30) Days after notice thereof by Purchaser, provided that if any material representation or warranty made by either party such failure is not capable of being cured within such period of thirty (30) Days with the exercise of reasonable diligence, then such cure period shall prove be extended for an additional reasonable period of time (not to have been or become false or misleading in any material respectexceed 120 Days) so long as Seller is exercising reasonable diligence to cure such failure. (b) An Event The occurrence of Default any one of the following shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default with respect to Purchaser: (i) Purchaser shall fail to make payments for undisputed amounts due under this Agreement to Seller within five (5) Business Days after notice from Seller that such payment is due; (ii) Purchaser shall: (a) admit in writing its inability to pay its debts as such debts become due; (b) make a general assignment or an arrangement or composition with or for the benefit of its creditors; (c) fail to controvert in a timely and specifying appropriate manner, or acquiesce in writing to, any petition filed against such Party under any bankruptcy or similar law; (d) take any action for the action necessary purpose of effecting any of the foregoing and Purchaser shall fail to cure such action or failure within sixty (60) Days; (iii) A proceeding or case shall be commenced, without the Event application or consent of Default Purchaser, in any court of competent jurisdiction, seeking: (a) its liquidation, reorganization of its debt, dissolution or winding up, or composition or readjustment of its debt; (b) the appointment of a receiver, custodian, liquidator or the like of Purchaser or of all or any substantial part of its assets; or (c) similar relief in respect of Purchaser under any law relating to bankruptcy, insolvency, reorganization of its debts, winding-up, composition or adjustment of debts, and such proceeding shall remain in effect, for a period of 120 Days; (iv) Purchaser makes an assignment of this Agreement in violation of Section 13.2 unless cured within thirty (30) Days after notice thereof by Seller; (v) Any representation made by Purchaser under Article IX shall be false in any material respect when made, unless cured within thirty (30) Days after notice thereof by Seller; or (vi) Purchaser shall fail to comply with any other material provision of this Agreement (other than the obligation to pay money when due), and such failure shall continue uncured for thirty (30) Days after notice thereof by Seller, provided that if such failure is not capable of being cured within such period. This period may of thirty (30) Days with the exercise of reasonable diligence, then such cure period shall be extended for a an additional reasonable period of time if the defaulting party (not to exceed 120 Days) so long as Purchaser is acting in ▇▇▇▇ ▇▇▇▇▇ exercising reasonable diligence to cure the default and such default is not materially adverse to the other partyfailure. (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreement.

Event of Default. (a) The following shall, after the expiration occurrence of any one or more of the applicable cure period provided in subsection (b) following events shall constitute an "EVENT OF DEFAULT" under this Agreement and under each of the Amended Loan Documents: 8.14.2.1 if MTP-South Tower fails to comply with any of the terms and conditions of this section, constitute an Event of Default: Agreement and such failure has not been cured within five (i) the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An Event of Default shall not be deemed to have occurred until twenty (205) business days after the nondefaulting party has provided the defaulting party with following written notice specifying from Aetna; provided, however, that in the event or events thatcase of the failure to perform any non-monetary obligation which cannot reasonably be cured within said five (5) business day period, if the failure to perform any such nonmonetary obligation shall not cured, would constitute an Event of Default and specifying the action necessary unless MTP-South Tower fails to commence such cure within said five (5) business day period or thereafter fails to proceed with diligence to cure such nonmonetary breach within a reasonable period; or 8.14.2.2 if MTP-South Tower fails to comply with any of the terms and conditions of any other instrument or agreement delivered to Aetna in connection with the Project (including, without limitation, the Acknowledgement Agreements previously executed by MTP-South Tower in connection with The Los Angeles Unified School District Lease, the Finova Capital Corporation Lease and The Boston Consulting Group Lease, and the Center Acknowledgement Agreement), and such failure has not been cured within the applicable cure period, if any, under such other instrument or agreement; or 8.14.2.3 if an Event of Default within such period. This period may be extended for a reasonable period Default, as defined in any of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Amended Loan Documents, occurs and is continuing. Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If Aetna shall be entitled to exercise any and all rights and remedies available to Aetna under this Agreement is terminated because or the other Amended Loan Documents, at law, or in equity, including but not limited to the right to accelerate the maturity of the Loan upon an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant upon such acceleration, all amounts due at Maturity in accordance with Section 3.2 above, including but not limited to Article II of this Agreementany Yield Maintenance Payment and Participation Interest, shall be immediately due and payable in full).

Event of Default. The occurrence of any one or more of the following events will constitute an “Event of Default” on the part of Tenant. (a) The following shallFailure to pay any installment of Annual Basic Rent, any Additional Rent or any other sum required to be paid by Tenant under this Lease, when due, which failure is not cured within fifteen (15) days after the expiration of the applicable cure period provided in subsection (b) of this section, constitute an Event of Default: (i) the breach written notice thereof by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove Landlord to have been or become false or misleading in any material respect.Tenant; (b) An Failure to perform any of the other covenants or conditions which Tenant is required to observe and perform (except failure in the payment of Annual Basic Rent, Additional Rent or any other monetary obligation contained in this Lease) and such failure shall continue for thirty (30) days (or such shorter period of time as may reasonably be specified by Landlord in the event of an emergency) after written notice thereof by Landlord to Tenant, provided that if such default is other than the payment of money and cannot be cured within such thirty (30) day period, then an Event of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events thatif Tenant, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such thirty (30) day period. This period may be extended for a reasonable period , commences curing of time if such failure and diligently in good faith prosecutes the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ same to cure the default completion and such default is not materially adverse furnishes evidence thereof to the other party. (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made Landlord within ninety (90) days thereafter; (c) If any warranty, representation or statement made by Tenant to Landlord in connection with this Lease is or was materially false or misleading when made or furnished; (d) The levy of a writ of attachment or execution or other judicial seizure of substantially all of Tenant’s assets or its interest in this Lease, such attachment, execution or other seizure remaining undismissed or discharged for a period of sixty (60) days after termination the levy thereof; (e) The filing of any petition by or against Tenant to declare Tenant a bankrupt or to delay, reduce or modify Tenant’s debts or obligations, which petition is not discharged within sixty (60) days after the Exchange Agreement. For purposes date of filing; (f) The filing of any petition or other action taken to reorganize or modify Tenant’s capital structure, which petition is not discharged within sixty (60) days after the date of filing; (g) If Tenant shall be declared insolvent according to law; (h) A general assignment by Tenant for the benefit of creditors; (i) The appointment of a receiver or trustee for Tenant or all or any of their respective property, which appointment is not discharged within sixty (60) days after the date of filing; (j) The filing by Tenant of a voluntary petition pursuant to the Bankruptcy Code or any successor thereto or the filing of an involuntary petition against Tenant pursuant to the Bankruptcy Code or any successor legislation, which petition is not discharged within forty-five (45) days after the date of filing; or (k) The occurrence of an Event of Default under the other provisions of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this AgreementLease.

Event of Default. (a) The following shall, after the expiration of the applicable cure period provided in subsection (b) of this section, constitute an circumstances shall be deemed Event of Default: (i) : Pledgor fails to perform the breach by either party hereto in obligation under the observance or performance of any material covenant, condition or undertaking contained hereinLoan Agreement; or (ii) if any material Any representation or warranty made by either Pledgor in the clause 5 thereof is materially false or misleading, and /or Pledgor is in violation of any warranty as prescribed in clause 5 herein; Pledgor breaches any of the covenants as prescribed in the clause 6 herein; Pledgor breaches any of provisions of this contract; Pledgor give up the Shares pledged or assigns the Shares Pledged without obtaining the written consent of Pledgee. Any of Pledgor’s own loans, guarantees, indemnification, promises or other debt liabilities to any third party shall prove to or parties [1] have been subject to a demand of early repayment or performance; or [2] have become false due but are not capable of being repaid or misleading performed in a timely manner, thus leading Pledgee to believe that Pledgor’s ability to perform its obligations under this Contract. Domestic Company is unable to repay general debts and other debts; Any reasons except for force majeure have rendered this contract illegal or have rendered it impossible for Pledgor to continue to perform its obligation hereinunder. Adverse changes in properties owned by Pledgor, which lead Pledgee is of the opinion that Pledgor’s ability to perform the obligation hereinunder has been affect; Breach of this contract resulting from breach of the other provisions of this contract by Plegor’s action or omission: Upon information or discovery of the occurrence of any material respect. (b) An Event of Default circumstances or event that may lead to the aforementioned circumstances described in clause 7.1, Pledgor shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute immediately notify Pledgee in writing. Unless an Event of Default and specifying set forth in clause 7.1 has been successfully resolved to Pledgee’s satisfaction, Pledgee may issue a Notice of Default to Pledgor in writing upon the action necessary to cure occurrence of the Event of Default within such period. This period may be extended for a reasonable period of or at any time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default thereafter and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall demand that Pledgor immediately pay Manager for all Net Losses incurred outstanding payments due under this Loan Agreement and paid by Manager through either (i) a reduction in the purchase price all other payments due to be paid to Permittee by Manager at the Closing Pledgee, or dispose of the Option Pledge in accordance with the provisions of clause 8 of this contract. Unless Pledgee is satisfied with the settlement or remedies made for the breach of contract as set forth in clause 7.1, Pledgee may, upon the breach is happening or at any time after the breach, issue a notice for the breach in writing to request Pledgor immediately to pay the loan under Loan Agreement and other items payable or (ii) if there is no Closing dispose of the Option Agreement, by payment from Permittee within 90 days of termination of pledge in accordance with the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementclause 8.

Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”): (a) The following shallif any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, after the expiration of the applicable cure period provided in subsection or if Lessee renders any false statement or account when made; (b) if any Rental or other Monetary Obligation due under this Lease is not paid when due and such failure to pay Rental or other Monetary Obligation continues for three (3) calendar days after the due date, provided, however. this three (3) calendar day cure period shall only be available once in a twelve (12) month period; (c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties; (d) if there is an Insolvency Event affecting Lessee; (e) if Lessee vacates or abandons any Property; (f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this sectionLease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default: Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (i30) the breach by either party hereto in the observance days shall have elapsed, during which period Lessee may correct or performance cure such failure, upon failure of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An which an Event of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written hereunder without further notice specifying the event or events that, if demand of any kind being required. If such failure cannot cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default reasonably be cured within such thirty (30)-day period. This period may be extended for , as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. failure beyond such thirty (c) Upon the occurrence of an Event of Default30)-day period, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also which shall in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within event exceed ninety (90) days after termination receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)-day period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required; (g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within one hundred twenty (120) days from the date of entry thereof; (h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; (i) if the estate or interest of Lessee in any of the Exchange Agreement. For purposes Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within one hundred twenty (120) days after it is made; or (j) if there is an “Event of this Default” or other breach or default by Lessee under any of the other Transaction Documents or any Other Agreement, "Net Losses" means after the extent to which the unreimbursed expenses paid passage of all applicable notice and cure or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementgrace periods.

Event of Default. (a) The following shallAs used herein, after the expiration of the applicable cure period provided in subsection (b) of this section, constitute an “Event of Default: (i) ” shall mean the breach by either party hereto in the observance or performance occurrence and/or existence of any material covenantone or more of the following: (a)(i) Tenant shall fail to pay any installment of Base Rent, condition Additional Rent or undertaking contained herein; or any other amount due under this Lease on or before the date on which the same becomes due and payable, and such failure continues for five (ii5) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An Event of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement from Landlord thereof or (ii) if there is no Closing Landlord having given the notice specified in the foregoing clause (a)(i) to Tenant twice in any twelve (12) month period, Tenant shall fail, on a third occasion within the twelve (12) months following the giving of the Option Agreementfirst such notice by Landlord, by payment from Permittee within 90 days to pay any installment of termination Base Rent, Additional Rent or any other amount due under this Lease on or before the date on which the same becomes due and payable; or (b) Tenant shall neglect or fail to perform or observe any of the Option Agreement. Likewiseother covenants or undertakings herein on its part to be performed or observed and such neglect or failure shall continue for thirty (30) days after written notice to Tenant; provided, however, that if closing fails the default is other than a default under clause (a) above, or clauses (c) through (i) below, and is such that it cannot be cured within thirty (30) days, but is capable of being cured, such thirty (30) day period shall be extended by up to occur under the Exchange Agreement sixty (60) additional days provided that Tenant commences to cure such default within said thirty (30) day period, continues to do so diligently, and Manager's parent company is thereafter completes such cure within not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within more than ninety (90) days after termination following the notice of default; or (c) there is filed by Tenant any case, petition, proceeding or other action under any Bankruptcy Law; or (d) any other proceedings shall be instituted against Tenant under any Bankruptcy Law and not be dismissed within sixty (60) days; or (e) Tenant shall execute an assignment of its property for the benefit of its creditors; or (f) a receiver, custodian or other similar officer for Tenant shall be appointed and not be discharged within sixty (60) days; or (g) the estate hereby created shall be taken by execution or by other process of law and is not redeemed by Tenant within thirty (30) days thereafter; or (h) an assignment or sublease in violation of the Exchange Agreement. For purposes terms of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid Lease; or incurred by Manager (i) any other event constituting an Event of Default under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II other Sections of this AgreementLease.

Event of Default. (a) The following shall, after the expiration Each of the applicable cure period provided in subsection (b) of this section, following events shall constitute an “Event of Default: ” under this Mortgage: (i) should Mortgagor fail to pay the breach by either party hereto in Secured Obligations or any part thereof, when and as the observance or performance of any material covenant, condition or undertaking contained hereinsame shall become due and payable; or (ii) if should any material warranty or representation of Mortgagor herein contained, or warranty made by either party shall contained in any instrument, transfer, certificate, statement, conveyance, assignment or loan agreement given with respect to the Secured Obligations, prove to have been or become false untrue or misleading in any material respect. aspect; (biii) An Event should the Premises be subject to actual or threatened waste, or any part thereof be removed, demolished or materially altered so that the value of Default shall the Premises be diminished; (iv) should any federal tax lien or claim of lien for labor or material be filed of record against Mortgagor or the Premises and not be deemed removed by payment or bond within thirty (30) days from date of recording; (v) should any claim of priority to have occurred until twenty this Mortgage by title, lien or otherwise be asserted in any legal or equitable proceeding which is not fully covered by applicable title insurance; (20vi) business days after should Mortgagor make any assignment for the nondefaulting party has provided benefit of creditors, or should a receiver, liquidator or trustee of Mortgagor be appointed, or should any petition for the defaulting party with bankruptcy, reorganization or arrangement of Mortgagor pursuant to the Federal Bankruptcy Act or any similar statute, be filed, or should Mortgagor be adjudicated a bankrupt or insolvent, or should Mortgagor in any proceeding admit its insolvency or inability to pay its debts as they fall due; (vii) should Mortgagor fail to keep, observe, perform, carry out and execute in every particular the covenants, agreement, obligations and conditions set out in this Mortgage, or in the Grant Award Agreement; (viii) should Mortgagor transfer, convey, encumber, mortgage, grant a security interest in or otherwise convey any interest in the Premises whatsoever without the prior written consent of Mortgagee; and/or (ix) should an event of default or an event that but for the passage of time or giving of notice specifying the event or events that, if not cured, would constitute an Event event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for terms of any other mortgage encumbering all Net Losses, with such payment being made within ninety (90) days after termination or any portion of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this AgreementPremises.

Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”): (a) The following shallif any Rental or other Monetary Obligation due under this Lease is not paid when due; provided, after however, any delay in the expiration payment of the applicable cure period provided in subsection (b) of this section, Rental shall not constitute an Event of Default: Default hereunder so long as the same is corrected within five (i5) Business Days of the breach by either party hereto in the observance or performance date Lessee receives written notice thereof from Lessor that such sums are due, provided, however, that no more than one (1) notice of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party nonpayment to Lessee shall prove be required to have been or become false or misleading be given in any material respect.calendar year and any additional payments not paid within ten (10) Business Days of the date due shall be an Event of Default without notice from the Lessor; (b) An Failure to maintain insurance in accordance with Section 6.03; (c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay has resulted in the imposition of a lien against any the Property; (d) if Lessee abandons the Property; (e) if there is an Insolvency Event affecting Lessee; (f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee written notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written hereunder without further notice specifying the event or events that, if demand of any kind being required. If such failure cannot cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default reasonably be cured within such thirty (30)‑day period. This period may be extended for , and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period of time to cure such failure beyond such thirty (30)‑day period; or (g) if the defaulting party is acting estate or interest of Lessee in ▇▇▇▇ ▇▇▇▇▇ to cure any of the default Property shall be levied upon or attached in any proceeding and such default estate or interest is not materially adverse to the other party. (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price about to be paid to Permittee by Manager at the Closing of the Option Agreement sold or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is transferred or such process shall not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made be vacated or discharged within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementit is made.

Event of Default. (a) The following shall, after the expiration Each of the applicable cure period provided in subsection (b) of this section, following events shall constitute an event of default hereunder (an “Event of Default:”): (i) if (A) any monthly installment of principal and/or interest due under the breach by either party hereto in Note, or the observance payment due on the Maturity Date is not paid when due or performance (B) any amount required to be deposited into the Reserve Funds or any other portion of any material covenantthe Debt is not paid when due, condition or undertaking contained herein; orand such non-payment referred to under this clause (B) continues for five (5) days following written notice to Borrower that the same is due and payable; (ii) if any material of the Taxes or Other Charges are not paid prior to the date that the same become delinquent, unless funds for the payment of such Taxes or Other Charges were available in the Tax and Insurance Escrow Fund but Lender or Servicer failed to make payment or make available to Borrower funds for payment thereof as required under the provisions of the Loan Documents; (iii) if the Policies are not kept in full force and effect, or if certified copies of the Policies are not delivered to Lender within ten (10) Business Days following request unless such Policy or Policies were cancelled for non-payment of premiums and funds for the payment of such premiums were available in the Tax and Insurance Escrow Fund but Lender or Servicer failed to make payment or make available to Borrower funds for payment thereof as required under the provisions of the Loan Documents; (iv) if either Owner or Operating Tenant Transfers or otherwise encumbers any portion of the Property without Lender’s prior written consent in violation of the provisions of this Agreement; (v) if any representation or warranty made by either party Borrower herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender shall prove to have been or become false or misleading in any material respectrespect as of the date the representation or warranty was made, and such misrepresentation is not cured within twenty (20) days of Lender’s notice thereof to Borrower; provided, however, that if (A) such untrue representation or warranty is inadvertent, immaterial and non-recurring, and (B) such untrue representation or warranty is susceptible of cure but cannot reasonably be cured within such twenty (20) day period and provided further that Borrower shall have commenced to cure such representation or warranty within twenty (20) days after receipt of notice from Lender and thereafter diligently and expeditiously proceeds to cure the same, such twenty (20) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such representation or warranty, such additional period not to exceed thirty (30) days; (vi) if Owner, Operating Tenant or Principal shall make an assignment for the benefit of creditors; (vii) if a receiver, liquidator or trustee shall be appointed for Owner, Operating Tenant or Principal or if Owner, Operating Tenant or Principal shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower or Principal, or if any proceeding for the dissolution or liquidation of Borrower or Principal shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Owner, Operating Tenant or Principal upon the same not being discharged, stayed or dismissed within ninety (90) days; (viii) if Owner or Operating Tenant attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents; (ix) if Guarantor shall make an assignment for the benefit of creditors or if a receiver, liquidator or trustee shall be appointed for Guarantor or if Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Guarantor, or if any proceeding for the dissolution or liquidation of Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Guarantor, upon the same not being discharged, stayed or dismissed within ninety (90) days; provided, further, however, that, with respect to Guarantor, no such event shall constitute an Event of Default if a replacement guaranty from a Replacement Guarantor is delivered to Lender; and provided, further, it shall be at Lender’s option to determine whether any of the foregoing shall be an Event of Default; (x) if Borrower breaches any covenant contained in Section 4.1.30 or Section 4.1.43 hereof or any negative covenant contained in Section 5.2 hereof; provided, however, that a breach of any covenant contained in Section 4.1.30 or Section 4.1.43 hereof or Section 5.2 shall not constitute an Event of Default if (A) such breach is inadvertent and immaterial, and (B) if such breach is curable, Borrower shall promptly cure such breach within sixty (60) days after written notice thereof from Lender; (xi) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if Borrower shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period; (xii) The occurrence of any “Event of Default” or material default under the Operating Lease which may have a material adverse effect on Lender, the Loan or the Property or the termination of the Operating Lease; (xiii) if a material default by Owner or Operating Tenant has occurred and continues beyond any applicable cure period under the Management Agreement (or any Replacement Management Agreement) and if such default permits the Manager thereunder to terminate or cancel the Management Agreement (or any Replacement Management Agreement); provided, however, it shall no longer be an Event of Default if Manager terminates or cancels the Management Agreement (or any Replacement Management Agreement) as a result of such default and the same is replaced by a Qualified Manager under a Replacement Management Agreement; (xiv) if Borrower shall continue to be in Default under any of the terms, covenants or conditions of Section 9.1 hereof, or fails to cooperate with Lender in connection with a Securitization pursuant to the provisions of Section 9.1 hereof, for three (3) Business Days after notice to Borrower from Lender; (xv) if Borrower ceases to do business as a hotel at the Property or terminates such business for any reason whatsoever (other than temporary cessation in connection with any continuous and diligent renovation or restoration of the Property following a Casualty or Condemnation); provided, however, it shall not be an Event of Default if Operating Tenant takes certain hotel rooms offline in connection with maintenance of the Property but continues to operate the hotel at the Property; (xvi) if (A) a default has occurred and continues beyond any applicable cure period under the Franchise Agreement and such default permits Franchisor to terminate or cancel the Franchise Agreement, (B) if, without the prior written consent of Lender, the Franchise Agreement is modified in a manner that requires Lender’s prior written consent under Section 5.2.1(a) hereof or is terminated or cancelled by Borrower or (C) if, without the prior written consent of Lender, Borrower accepts a surrender of the Franchise Agreement or accepts a modification of the Franchise Agreement which requires Lender’s prior written consent under Section 5.2.1(a) hereof; (xvii) [intentionally omitted]; (xviii) if (a) Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xvii) above, or (b) Borrower shall continue to be in Default under any of the terms, covenants or conditions of any other Loan Document where such terms, covenants or conditions of such other Loan Document do not specifically provide that failure to comply with such terms, covenants or conditions constitute an Event of Default, in each case for a period of ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed ninety (90) days; provided, however, that notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, if there is any conflict between this Agreement and any other Loan Document with respect to Defaults or Events of Default, the provisions of this Agreement shall control; or (xix) if there shall be default under any of the other Loan Documents beyond any express cure periods contained in such documents, whether as to Owner, Operating Tenant or the Property, or if any other such event shall occur or condition shall exist, if the effect of such default, event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt (but excluding such acceleration or ability to accelerate solely as a result of an Event of Default pursuant to this clause (xix)). (b) An Event of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of Default, and during the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because continuance of an Event of Default by Permittee as defined (other than an Event of Default described in Section 4.1(aclauses (vi), Permittee shall pay Manager for all Net Losses incurred under (vii) or (viii) above), in addition to any other rights or remedies available to it pursuant to this Agreement and paid by Manager through either (i) a reduction the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to the Property, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the purchase price to be paid to Permittee by Manager Loan Documents against Borrower and the Property, including, without limitation, all rights or remedies available at law or in equity; and upon the Closing occurrence and during the continuance any Event of the Option Agreement Default described in clauses (vi), (vii) or (iiviii) if there is no Closing above, the Debt and Other Obligations of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur Borrower hereunder and under the Exchange Agreement other Loan Documents shall immediately and Manager's parent company is not automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of any other Loan Document to the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementcontrary notwithstanding.

Event of Default. (a) The following shall, after the expiration Each of the applicable cure period provided in subsection (b) of this section, following events shall constitute an event of default hereunder (an “Event of Default:”): (i) if any portion of the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; orDebt is not paid when due; (ii) if any material of the Taxes or Other Charges are not paid when the same are due and payable; (iii) if the Policies are not kept in full force and effect, or if certified copies of the Policies are not delivered to Lender promptly upon request; (iv) any Transfer occurs in violation of the provisions of this Agreement or the other Loan Documents; (v) any representation or warranty made by either party Borrower herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished by or on behalf of any Borrower Party to Lender shall prove to have been or become false or misleading in any material respect. respect as of the date the representation or warranty was made; provided that if (bA) An such misrepresentation was not intentional, and (B) the condition causing the representation or warranty to be false is susceptible of being cured, the same shall be an Event of Default hereunder only if the same is not cured within thirty (30) days after written notice of such misrepresentation from Lender to Borrower; and provided further that if the condition causing the representation or warranty to be false is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and Borrower shall have commenced to cure such condition within such thirty (30) day period and thereafter diligently proceeds to cure the same, then such thirty (30) day period shall be extended for an additional period of time as is reasonably necessary for Borrower in the exercise of due diligence to cure such condition, such additional period not to exceed one hundred and twenty (120) days; (vi) Borrower shall make an assignment for the benefit of creditors; (vii) a receiver, liquidator or trustee shall be appointed for Borrower (provided that the foregoing shall not apply to any “Supervisor” appointed under NRS Chapter 463B), or if Borrower shall be deemed adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to have occurred until twenty federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower, or if any proceeding for the dissolution or liquidation of Borrower shall be instituted; provided, that if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower, upon the same not being discharged, stayed or dismissed within sixty (2060) business days after days; (viii) Borrower or any other Borrower Party attempts to assign its rights under this Agreement or any of the nondefaulting party has other Loan Documents or any interest herein or therein in contravention of the Loan Documents; (ix) Borrower breaches any of its respective negative covenants contained in Section 5.2 or Section 5.1.11, or Borrower or TSP Owner breaches any covenant contained in Section 4.1.29; provided the defaulting party with written notice specifying the event or events that, if that a breach of any such covenant shall not cured, would constitute an Event of Default if (A) such breach is inadvertent and specifying non-recurring, (B) Borrower shall cure such breach within fifteen (15) Business Days after written notice of such breach from Lender to Borrower, or (C) with respect to a breach of any covenant contained in Section 4.1.29, within fifteen (15) Business Days after the action necessary request of Lender, Borrower delivers to cure Lender an Additional Insolvency Opinion, or a modification of the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse Insolvency Opinion, to the other party.effect that such breach shall not in any way impair, negate or amend the opinions rendered in the Insolvency Opinion, which opinion or modification shall be in form and substance acceptable to Lender in its reasonable discretion; (cx) Upon with respect to any term, covenant or provision set forth herein or in any other Loan Document which specifically contains a notice requirement or grace period prior to the occurrence existence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also Borrower or any other Borrower Party shall be in default hereunder.under such term, covenant or condition after the giving of such notice or the expiration of such grace period; (dxi) If this Agreement any of the assumptions contained in the Insolvency Opinion delivered to Lender in connection with the Loan, or in any Additional Insolvency Opinion delivered subsequent to the closing of the Loan, is terminated because of an Event of Default by Permittee as defined or shall become untrue in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either any material respect; (ixii) a reduction in the purchase price material default by any Borrower Party has occurred and continues beyond any applicable cure period under any Material Operating Agreement if such default permits any other party thereunder to terminate or cancel such Material Operating Agreement or otherwise exercise remedies thereunder if such termination, cancellation or other exercise of remedies could reasonably be paid expected to Permittee by Manager have a Material Adverse Effect; (xiii) Borrower ceases to operate and conduct its hotel and casino business at the Closing Property or terminates such business for any reason whatsoever (other than as a result of Excusable Delay or a temporary cessation in connection with any continuous and diligent renovation or restoration of the Option Agreement Property following a Casualty or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreement.Condemnation);

Event of Default. An "Event of Default" by Lessee shall occur if: (a) The following shallLessee fails to pay when due any installment of Leasehold Rent and/or Additional Rent, without notice or demand, provided, however that Lessor agrees to permit Lessee to cure such monetary default by paying the late fee set forth in Section 1(a) of this Leasehold Lease, within five (5) days after receipt of written notice to Lessee of such non-payment of Leasehold Rent ("Grace Period"), provided further that such Grace Period shall only be permitted to occur twice in any twelve month period and shall not apply to any payments due under the expiration Sublease with the exception of the applicable cure period provided in subsection payments made under this Leasehold Lease; (b) of this section, constitute an Event of Default: (i) the breach by either party hereto in the observance Lessee shall fail to perform or performance of observe any material non-monetary covenant, condition or undertaking contained hereinagreement to be performed or observed by it under this Leasehold Lease and such failure continues uncured for twenty (20) days after written notice thereof to Lessee by Lessor (unless such default is of a nature that it cannot be cured within such twenty (20) day period, in which event no default shall occur so long as Lessee shall diligently commence the curing of the default within the twenty (20) day cure period and promptly prosecutes the curing of the same); (c) Lessee ceases doing business, makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts as they become due, files a voluntary petition in bankruptcy, is adjudicated a bankrupt or an insolvent, files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting the material allegations of a petition filed against it in any such proceeding, consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of it or of all or any substantial part of its assets or properties, or if it or its shareholders shall take any action looking to its dissolution or liquidation; (d) within ninety (90) days after the commencement of any proceedings against Lessee seeking reorganization, arrangement, readjustment, liquidation dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within ninety (90) days after the appointment without Lessee's consent or acquiescence of any trustee, receiver or liquidator of it or of all or any substantial part of its assets and properties, such appointment shall not be vacated; (e) Lessee attempts to remove, sell, transfer, encumber, part with possession or sublet the Equipment or any item thereof, without the prior written approval of Lessor; or (iif) if any material representation or warranty made by either party Lessee, as Sublessee shall prove to have been or become false or misleading be in any material respect. (b) An Event of Default shall not be deemed to have occurred until twenty (20) business days after default under the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such periodSublease. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of DefaultDefault and the expiration of any applicable notice and cure period, Lessor shall have all the nondefaulting party may terminate rights and remedies provided by applicable law, this AgreementLeasehold Lease and/or the Sublease. In addition, unless the non-defaulting party is also in default hereunder.Lessor, at its sole election, may: (da) If declare all unpaid Leasehold Rent and other sums due and to become due under this Agreement is terminated because Leasehold Lease immediately due and payable; and/or (b) proceed by appropriate court action or actions or other proceedings either at law or in equity to enforce performance by Lessee of an any and all covenants of this Leasehold Lease and to recover damages for the breach thereof. Lessor shall also be entitled to recover immediately as liquidated damages for loss of the bargain and not as penalty any unpaid Leasehold Rent that accrued on or before the occurrence of the Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes unexpired term of this AgreementLeasehold Lease. No remedy of Lessor hereunder shall be exclusive of any remedy herein or by law provided, "Net Losses" means the extent but each shall be cumulative and in addition to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementevery other remedy.

Event of Default. (a) The following shall, after the expiration of the applicable cure period provided in subsection (b) of this section, shall constitute an “Event of Default” by the defaulting party under this agreement: (i) the breach a. The failure of any Developer to perform any of its respective Developer Community Benefits as and when provided in Exhibit A attached hereto, or any other default by either party hereto Developer in the observance or performance of any material covenantthe terms of this Agreement, condition which default or undertaking contained herein; or failure is not cured within sixty (ii60) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An Event of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with City’s delivery of written notice specifying of such failure or default to Developer, provided, however, that if the event nature of Developer’s failure or events thatdefault is such that it cannot be reasonably cured within such sixty (60) day period, if and Developer commences such cure within said sixty (60) day period and thereafter diligently pursues such cure to completion, then such failure or default shall not cured, would constitute an Event of Default and specifying the action necessary hereunder unless Developer fails to cure the Event same within one hundred twenty (120) days of Default within the City’s original delivery of notice of such periodfailure or default or such longer time period as is reasonable under the circumstances and mutually agreed upon between the applicable Developer and the City. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse Notwithstanding anything to the other party. (c) Upon the occurrence of an Event of Defaultcontrary contained herein, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee one of the or multiple Developers with respect to a Developer Community Benefit for which such Developer is responsible shall pay Manager for not be deemed an Event of Default by all Net Losses incurred of the Developers under this Agreement Agreement, and paid any such Event of Default shall be solely attributable to and enforceable against the defaulting Developer. b. The failure of the City to perform any of the City Community Benefits as and when provided in Exhibit B attached hereto, or any other default by Manager through either (i) a reduction the City in the purchase price to be paid to Permittee by Manager at the Closing performance of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes terms of this Agreement, "Net Losses" means which default or failure is not cured within sixty (60) days after the extent Developer’s delivery of written notice of such failure or default to the City, provided, however, that if the nature of the City’s failure or default is such that it cannot be reasonably cured within such sixty (60) day period, and the City commences such cure within said sixty (60) day period and thereafter diligently pursues such cure to completion, then such failure or default shall not constitute an Event of Default hereunder unless the City fails to cure the same within one hundred twenty (120) days of the Developer’s original delivery of notice of such failure or default. In no event shall any failure of the City to perform any of the City Community Benefits hereunder be deemed an Event of Default of any Developer. c. Notwithstanding anything to the contrary set forth herein, the failure to construct improvements on or renovate any improvements which are contemplated as part of the unreimbursed expenses paid or incurred by Manager under Project as of the date of this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementshall not be a basis for default hereunder.

Event of Default. (a) The Each of the following shallevents shall constitute an event of default hereunder (an “Event of Default”): (i) if any portion of the Debt is not paid on the date the same is due and payable or, if such date is not a Business Day, then the next succeeding Business Day; provided, however, Borrower shall not be in default (A) so long as there is sufficient money in the Lockbox Account for payment of all amounts then due and payable (including, but not limited to, any deposits into Reserve Accounts, collectively the “Full Payment”) and Lender’s access to the Full Payment has not been constrained or constricted in any manner or (B) if there is not sufficient money in the Lockbox Account for the Full Payment on the Payment Date, so long as Borrower deposits the Full Payment within three (3) Business Days after such Payment Date; provided that the preceding subsection (B) shall be applicable and permitted by Lender no more than twice every 12 (twelve) month period; (ii) if any of the Taxes or Other Charges are not paid on or before the date that the same become delinquent; provided, however, Borrower shall not be in default so long as there is sufficient money in the Lockbox Account for payment of all amounts then due and payable (including any deposits into Reserve Accounts) and Lender’s access to such money has not been constrained or constricted in any manner; (iii) if the Policies are not kept in full force and effect or if certified copies of the Policies are not delivered to Lender within three (3) Business Days after written request; provided, however, Borrower shall not be in default so long as there is sufficient money in the Lockbox Account for payment of all amounts then due and payable (including any deposits into Reserve Accounts) and Lender’s access to such money has not been constrained or constricted in any manner; (iv) if Borrower transfers or encumbers any portion of any of the Properties in violation of the provisions of Section 5.2.10 hereof or Article 7 of the Security Instruments; (v) if any representation or warranty made by (A) Borrower or Principal herein or in any other Loan Document, (B) Indemnitor in the Environmental Indemnity, (C) Guarantor in the Guaranty, or (C) Borrower, Principal, Indemnitor or Guarantor in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender shall have been knowingly false or misleading in any material respect as of the date the representation or warranty was made; (vi) if Borrower, Principal, Indemnitor or Guarantor shall make an assignment for the benefit of creditors; (vii) if a receiver, liquidator or trustee shall be appointed for Borrower, Principal, Indemnitor, or Guarantor or if Borrower, Principal, Indemnitor, or Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to the Bankruptcy Code, or any similar federal or State law, shall be filed by or against, consented to, or acquiesced in by, Borrower, Principal, Indemnitor, or Guarantor, or if any proceeding for the dissolution or liquidation of Borrower, Principal, Indemnitor or Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not knowingly consented to by Borrower, Principal, Indemnitor or Guarantor, upon the same not being discharged, stayed or dismissed within sixty (60) days; (viii) if Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents; (ix) if Borrower breaches any of its respective negative covenants contained in Section 5.2; (x) if Borrower violates or does not comply with any of the provisions of Section 5.1.17 hereof; (xi) if a default has occurred and continues beyond any applicable cure period under any Management Agreement, if any (or any Replacement Management Agreement, if any), if such default permits the Manager thereunder to terminate or cancel any Management Agreement (or any Replacement Management Agreement); (xii) if Borrower or Principal violates or does not comply with any of the material provisions of Section 4.1.35 hereof; (xiii) if any Individual Property becomes subject to any mechanic’s, materialman’s or other Lien in excess of $500,000.00 other than a Lien for local real estate taxes and assessments not then due and payable and the Lien shall remain undischarged of record (by payment, bonding or otherwise) for a period of ninety (90) days; (xiv) if any federal tax Lien or state or local income tax Lien is filed against Borrower or any Individual Property and same is not discharged of record or bonded within ninety (90) days after same is filed; (A) Borrower fails to timely provide Lender with the written certification and evidence referred to in Section 5.2.8 hereof, (B) Borrower is a Plan or its assets constitute Plan Assets; or (C) Borrower consummates a transaction which would cause the Security Instruments or Lender’s exercise of its rights under the Security Instruments, the Note, this Agreement or the other Loan Documents to constitute a nonexempt prohibited transaction under ERISA or result in a violation of a State statute regulating governmental plans, subjecting Lender to liability for a violation of ERISA, the Code, a State statute or other similar law; (xvi) if Borrower shall fail to deliver to Lender, within ten (10) Business Days after request by Lender, the estoppel certificates required pursuant to the terms hereof; provided, however, that if Borrower is using reasonable and diligent efforts to obtain such estoppel certificate from the Operating Tenant under the Operating Lease, then Borrower shall not be in default hereunder; (xvii) if any default occurs under any guaranty or indemnity executed in connection herewith (including, without limitation, the Guaranty and the Environmental Indemnity) and such default continues after the expiration of applicable grace periods, if any; (xviii) if Borrower shall be in default beyond applicable notice and grace periods under any other mortgage, deed of trust, deed to secure debt or other security agreement covering any part of any Individual Property whether it be superior or junior in lien to the related Security Instrument; (xix) Intentionally Omitted; (xx) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if Borrower shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period; (xxi) if Borrower shall fail to pay or cause to be paid, prior to the expiration of any applicable grace and cure period provided periods under the Ground Lease, the Ground Rent or any additional rent, if any, or other charge mentioned in subsection (b) of this section, constitute or made payable by any Ground Lease when said rent or other charge is due and payable and such failure results in an “Event of Default:” under the Ground Lease; provided, however, Borrower shall not be in default so long as there is sufficient money in the Lockbox Account for payment of all amounts then due and payable (including any deposits into Reserve Accounts) and Lender’s access to such money has not been constrained or constricted in any manner; (ixxii) the breach if there shall occur any material default by either party hereto Borrower, as tenant under any Ground Lease, in the observance or performance of any material covenantterm, covenant or condition of such Ground Lease on the part of Borrower to be observed or undertaking performed and said default is not cured following the expiration of any applicable grace and notice periods therein provided, or if the leasehold estate created by such Ground Lease shall be surrendered or if such Ground Lease shall cease to be in full force and effect or such Ground Lease shall be terminated or canceled for any reason or under any circumstances whatsoever, or if any of the material terms, covenants or conditions of such Ground Lease shall in any manner be materially modified, changed, supplemented, altered, or amended without the consent of Lender; provided, however, that if the Ground Lease expires upon its own terms or is not renewed by Borrower, such inaction by Borrower shall not constitute an Event of Default hereunder; (xxiii) if any of the assumptions contained hereinin the Insolvency Opinion, or in any other “non-consolidation” opinion delivered to Lender in connection with the Loan, or in any other “non-consolidation” delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect; (xxiv) if any of the material terms, covenants or conditions of the Operating Lease shall be modified, changed, supplemented, altered, or amended without the written consent of Lender, including, but not limited to, provisions relating to the term, the rental obligations of the applicable Operating Tenant thereunder or any other economic provisions of the Operating Lease; (xxv) if any Letter of Credit is not renewed, replaced or substituted with Cash in accordance with the terms hereof at least five (5) Business Days prior to the expiration date of such Letter of Credit; (xxvi) in the event that the long term credit rating of the Issuing Bank falls below the Minimum L/C Rating and Borrower fails to deliver to Lender within five (5) Business Days thereafter a Letter of Credit or Cash in an amount equal to the amount of the Letter of Credit being replaced from an Issuing Bank having a credit rating of no less than the Minimum L/C Rating; (xxvii) if there shall be an Event of Default under the terms of any of the Security Instruments or any of the other Loan Documents beyond any applicable notice and cure periods contained in such documents, whether as to Borrower or any Individual Property; or (iixxviii) if Borrower shall continue to be in Default under any material representation of the other terms, covenants or warranty made conditions of this Agreement not specified in subsections (i) to (xxvii) above (excluding the Event of Default set forth in subsection (xxiii) above, meaning this subsection (xxviii) shall apply thereto) for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by either party the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such 30-day period and provided further that Borrower shall prove have commenced to have been or become false or misleading cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in any material respectthe exercise of due diligence to cure such Default, such additional period not to exceed one hundred twenty (120) days and thereafter such period as shall be approved by Lender. (b) An Event of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of Default, and during the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because continuance of an Event of Default by Permittee as defined (other than an Event of Default described in Section 4.1(a)clauses (vi) or (vii) above) and at any time thereafter, Permittee shall pay Manager for all Net Losses incurred under in addition to any other rights or remedies available to it pursuant to this Agreement and paid by Manager through either (i) a reduction the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand other than such notice as may be required under the laws of the State applicable to the Individual Property or otherwise as required hereunder, that Lender deems advisable to protect and enforce its rights against Borrower and in and to all or any Individual Property, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the purchase price to be paid to Permittee by Manager at the Closing Loan Documents against Borrower and any or all of the Option Agreement Properties, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi) or (iivii) if there is no Closing above, the Debt and all other obligations of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur Borrower hereunder and under the Exchange Agreement other Loan Documents shall immediately and Manager's parent company is not automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of any other Loan Document to the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementcontrary notwithstanding.

Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”): (a) The following shallif any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, after the expiration of the applicable cure period provided or if Lessee renders any statement or account that is false in subsection any material respect when made; (b) if any Rental due under this Lease is not paid when due; provided, however, in the event that Lessee pays Rental by wire transfer pursuant to Section 4.06 above, any delay in the payment of this section, Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default:Default hereunder so long as the same is corrected within one (1) Business Day of the date that Lessee receives notice thereof; (i) the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; or (iic) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect.other Monetary Obligation due under this Lease is not paid within five (5) Business Days following written notice thereof; (bd) An except as permitted by Section 8.06, if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties; (e) if there is an Insolvency Event affecting Lessee; (f) except as permitted by the provisions of Section 8.01, if Lessee vacates or abandons any Property; (g) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall not be deemed to have occurred until twenty hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (2030)-day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)-day period, which shall in no event exceed ninety (90) business days after the nondefaulting party has provided the defaulting party with written receiving notice specifying the event of such failure from Lessor. If Lessee shall fail to correct or events thatcure such failure within such ninety (90)-day period, if not cured, would constitute an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required; (h) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, or which does not have a Material Adverse Effect but which is in the amount of $5,000,000 or more, and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default either event is not materially adverse to discharged or provision made for such discharge within ninety (90) days from the other party.date of entry thereof; (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; (j) if the estate or interest of Lessee in any of the purchase price Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be paid to Permittee by Manager at the Closing of the Option Agreement sold or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is transferred or such process shall not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made be vacated or discharged within ninety (90) days after termination it is made; or (k) if there is an “Event of Default” or other breach or default by Lessee under any of the Exchange Agreement. For purposes other Transaction Documents, any Other Agreement or any Other Lease between Lessor and Lessee or their respective Affiliates, after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this AgreementLease has been the subject of a Securitization and any Other Agreement or Other Lease has not been the subject of the same Securitization or any series relating to such Securitization, "Net Losses" means the extent to which the unreimbursed expenses paid an “Event of Default” under such Other Agreement or incurred by Manager Other Lease shall not constitute an Event of Default under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreement.Lease;

Event of Default. (a) 8.1 The following shall, Mortgagee may at any time after the expiration occurrence of an Event of Default serve an Enforcement Notice on the applicable cure period provided in subsection (b) Mortgagor. Unless and until the occurrence of this section, constitute an Event of Default: (ia) all voting and other rights attaching to the breach Mortgaged Shares shall continue to be exercised by either party hereto in the observance or performance of any material covenant, condition or undertaking contained hereinMortgagor; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect.and (b) An Event the Mortgagor shall be entitled to receive and retain any and all dividends paid in respect of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event Mortgaged Shares or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other partyany thereof. (c) Upon 8.2 If at any time after the occurrence of an Event of DefaultDefault but before the Mortgagee has served an Enforcement Notice on the Mortgagor, the nondefaulting party may terminate Mortgagor intends to exercise the voting rights attaching to the Mortgaged Shares: (a) the Mortgagor must notify the Mortgagee in writing with reasonable details in respect of the proposed exercise of such voting rights; and (b) the Mortgagor’s proposed exercise of the voting rights shall not result in any other Default or Event of Default or may, in the opinion of the Mortgagee, adversely affect the enforcement of the Mortgagee’s rights under this Agreement, unless the non-defaulting party is also in default hereunderMortgage. (d) If this Agreement is terminated because 8.3 The Mortgagee may forthwith following the occurrence of an Event of Default and delivery of an Enforcement Notice enforce all of the security created by Permittee as defined in Section 4.1(athis Mortgage and exercise all or any of the powers, authorities and discretions conferred by the Finance Documents or this Mortgage or otherwise by law on mortgages, charges and Receivers (whether or not it has appointed a Receiver), Permittee shall pay Manager to sign, seal, deliver and complete all transfers, renunciations, proxies, mandates, assignments, deeds and documents and do all acts and things which the Mortgagee may, in its absolute discretion, at any time and from time to time specify for all Net Losses incurred under this Agreement enabling or assisting the Mortgagee: (a) to perfect or improve its title to and paid by Manager through either security over the Mortgaged Shares; (ib) a reduction to vest the Mortgaged Shares in the purchase price Mortgagee or its nominee or nominees; (c) to be paid to Permittee by Manager at procure that the Closing Mortgagee or its nominee or nominees is registered in the Register of Members of the Option Agreement or (ii) if there is no Closing Company in respect of the Option Agreement, by payment from Permittee within 90 days of termination Mortgaged Shares; (d) to exercise (or enable its nominee or nominees to exercise) any rights or powers attaching to the Mortgaged Shares; (e) to sell or dispose of the Option Agreement. Likewise, if closing fails Mortgaged Shares; and/or (f) otherwise to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination enforce any of the Exchange Agreement. For purposes rights of the Mortgagee under or in connection with this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this AgreementMortgage.

Event of Default. (a) The following shall, after the expiration of the applicable cure period provided in subsection (b) of this section, constitute If an Event of Default: (i) the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An Event of Default shall not occur, the Lender may, either with or without entry or taking possession as hereinabove provided or otherwise, proceed by any appropriate proceeding or remedy to foreclose this Security Instrument and to sell the Property. In the exercise of the remedy of foreclosure, Trustee hereunder, or his agent or successors, at the request of Lender hereunder, or the representatives or assigns of the Lender, after giving notice of the time and place of sale, by publication of such at least three (3) different times in some newspaper published in the county where the Property, or any part thereof, is located, the first of which publications shall be deemed to have occurred until at least twenty (20) business days after previous to said sale, and on the nondefaulting party has provided day and at the defaulting party County Courthouse in the County in which the Property is located, at which foreclosure sales are customarily held, or at the election of Lender at the Property, shall proceed to sell the Property at public auction for cash to the highest bidder, and in the bar of the right of redemption, and all other rights of redemption, statutory or otherwise (including, without limitation, those rights of redemption contained in Tennessee Code Annotated, Section 66-8-101, et seq.), homestead, dower, elective share, right of appraisement or valuation and all other rights and exemptions of every kind, all of which are hereby waived; and said Trustee shall apply the proceeds from such sale – First, to the payment of all costs and expenses of such sale, including attorney and trustees fees and expenses incurred in connection with written notice specifying the sale and Borrower’s default; Second, to the payment of all indebtedness secured hereby (the “Secured Indebtedness”) and interest thereon, including any and all advances made under the terms hereof with interest thereon; Third, the surplus, if any, to the parties legally entitled thereto. In the event Trustee cannot determine the person or events thatpersons to whom the surplus should be paid or a controversy exists with respect to the surplus that could subject the Lender or Trustee to liability, Trustee may pay the surplus into a court of competent jurisdiction in an Interpleader action and all expenses of such action, including legal fees incurred by Lender and Trustee, shall be paid from the surplus or, if not curedthe surplus is insufficient, would constitute an Event by Borrower. Lender or Lender’s designee may purchase the Property at any sale. In the event Lender purchases the Property at Trustee’s sale, to the extent that Lender’s bid price is less than or equal to the total amount of Default the Secured Indebtedness (including principal, interest, expenses and specifying legal fees), Lender shall credit the action necessary amount so bid against the sums secured hereby rather than pay cash to cure Trustee. To the Event extent Lender’s bid price exceeds the Secured Indebtedness, Lender shall pay Trustee cash equal to such excess. In case of Default within such period. This period any sale under this Security Instrument by virtue of the exercise of the power herein granted, or pursuant to any order in any judicial proceeding or otherwise, the Property or any part thereof may be extended for sold in one parcel, in such parcels, manner or order as Lender in its sole discretion may elect, and one or more exercises of the power herein granted shall not extinguish or exhaust the power unless the entire Property is sold or the Secured Indebtedness paid in full. Following a reasonable period Trustee’s sale of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse Property, Trustee shall deliver to the other party. (c) Upon purchaser a Trustee’s Deed conveying the occurrence of an Event of Defaultproperty so sold without any covenant or warranty, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction expressed or implied. The recitals in the purchase price to Trustee’s Deed shall be paid to Permittee by Manager at the Closing prima facie evidence of the Option Agreement or (ii) if there is no Closing truth of the Option Agreementstatements made therein. Borrower further agrees that in case of any sale hereunder, by payment from Permittee within 90 days of termination it will at once surrender possession of the Option Agreement. LikewiseProperty, if closing fails to occur under and will from that moment become and be the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination tenant at will of the Exchange Agreement. For purposes purchaser, and removable by process as upon a forcible and unlawful detainer suit, hereby agreeing to pay the said purchaser the reasonable rental value of this Agreementthe Property after such sale plus all expenses, "Net Losses" means the extent to which the unreimbursed expenses paid or including legal fees, incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant purchaser to Article II obtain lawful possession of this Agreementthe Property.

Event of Default. The occurrence of any one or more of the following events shall constitute an "EVENT OF DEFAULT" hereunder: (a) The following shall, Tenant fails (i) to make any payment of the Minimum Rent or Percentage Rent payable hereunder when due and such failure continues for a period of ten (10) days after the expiration date due, or (ii) subject to the right to contest same pursuant to Article 8 hereof, to make any required payments of the applicable cure period provided in subsection Additional Charges within ten (10) days following Notice from Landlord that such payment is due and owing and unpaid. (b) of this section, constitute an Event of Default:Tenant fails to maintain the insurance coverages that it is required to maintain under Article 9. (ic) the breach by either party hereto Except as otherwise expressly provided herein, Tenant defaults in the due observance or performance of any material covenantof the terms, condition covenants or undertaking agreements contained herein; or herein to be performed or observed by it (iiother than as specified in clauses (a) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. and (b) An Event above), and, in either case, such default continues for a period of Default shall thirty (30) days after Notice thereof from Landlord to Tenant; provided, however, that if such default is curable but such cure cannot be deemed accomplished with due diligence within such period of time and if, in addition, Tenant commences to have occurred until cure such default within thirty (30) days after Notice thereof from Landlord and thereafter prosecutes the curing of such default with all due diligence, such period of time shall be extended to such period of time (not to exceed one hundred twenty (20120) business days after in the nondefaulting party has provided the defaulting party with written notice specifying the event or events thataggregate, if not cured, would constitute an Event of Default and specifying the action subject to Unavoidable Delay) as may be necessary to cure such default, provided further that the Event cure rights shall not apply to any breach of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of DefaultTenant covenant under Section 22.1, the nondefaulting party may terminate this Agreement22.3, unless the non-defaulting party is also in default hereunder22.4, or 22.5. (d) If this Agreement Any obligation of Tenant in respect of any Indebtedness (other than Tenant's obligations under any Excess FF&E Lease that constitutes Indebtedness) in a principal amount in excess of ($1,000,000) for money borrowed or for the deferred purchase price of any material property or services, is terminated because declared to be, or as a result of acceleration becomes, due and payable prior to the stated maturity thereof. (e) There occurs a final unappealable determination by applicable federal or State authorities of the revocation or limitation of any material license (including, but not limited to, any gaming license), permit, certification, or approval required for the material lawful operation of the Facility in accordance with its Primary Intended Use or the loss or limitation of any material license (including but not limited to any gaming license), permit, certification, or approval under any other circumstances under which Tenant is required to cease its operation of the Facility in accordance with its Primary Intended Use at the time of such loss or limitation, which revocation, limitation or loss is not caused by actions of Landlord or its Affiliates or which is not beyond the reasonable control of Tenant. (f) Tenant is generally not paying its debts as they become due, or Tenant makes a general assignment for the benefit of creditors. (g) Any petition is filed by or against Tenant under the Federal bankruptcy laws, or any other proceeding is instituted by or against Tenant seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an Event order for relief or the appointment of Default by Permittee a receiver, trustee, custodian or other similar official for Tenant or for any substantial part of the property of Tenant, and, in the case of any involuntary petition filed or proceeding instituted against Tenant only, such proceeding is not dismissed within sixty (60) days after institution thereof, or Tenant takes any action to authorize or effect any of the actions set forth above in this paragraph. (h) Tenant causes or institutes any proceeding for its dissolution or termination. (i) Tenant ceases operation of the Leased Property for its Primary Intended Use for a period in excess of thirty (30) consecutive days, except as defined a result of a Casualty, other Emergency Situations, the matters set forth in Section 4.1(a)23.17 or partial or complete Condemnation of or to the Facility or of or to the immediate surroundings so as to prohibit reasonable access by patrons to the Facility. (j) The estate or interest of Tenant in the Leased Property or any part thereof is levied upon or attached in any proceeding and the same is not vacated or discharged within the later of (i) one hundred and twenty (120) days after commencement thereof, Permittee unless the amount in dispute is less than $250,000, in which case Tenant shall pay Manager give Notice to Landlord of the dispute but Tenant may defend in any suitable way, and (ii) thirty (30) days after receipt by Tenant of Notice thereof from Landlord (unless Tenant shall be contesting such lien or attachment in good faith in accordance with Article 8). (k) Any Change in Control occurs. (l) Tenant, OpCo or CCC defaults under the terms of any of the Related Agreements beyond the expiration of any applicable notice and cure periods. (m) CCC fails to maintain for all Net Losses incurred under this Agreement and paid by Manager through three (3) consecutive Accounting Periods either (i) a reduction Tangible Net Worth equal to or greater than (x) the maximum liability under the Guarantee from time to time less (y) amounts held in any lockbox or cash collateral account under this Lease, any other Pool Lease, any Other Lease, the purchase price Pooling Agreement or any pooling and security agreement relating to be paid Other Leases immediately after payment of Rent under Section 3.1.1 with respect to Permittee by Manager at the Closing of the Option Agreement preceding Accounting Period, or (ii) if a Consolidated Coverage Ratio of at least 1.4 to 1.0. (n) For so long as this Lease is subject to the Pooling Agreement, there is no Closing a default that remains uncured beyond the expiration of applicable notice and cure periods by any of the Option AgreementOther Tenants under Section 12.1(a)(i) or Section 12.1(c) (by reason of a breach of Section 7.1 or Section 21.6.3) of any Pool Lease (other than this Lease); provided that, by payment from Permittee within 90 days if a notice of termination has been given pursuant to Section 10(a) of the Option Agreement. Likewise, if closing fails to occur under Guarantee and the Exchange Agreement and Manager's parent company is not six-month period specified in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90Section 10(a)(iii) days after termination of the Exchange Agreement. For purposes Guarantee has commenced, then a default that remains uncured beyond the expiration of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid applicable notice and cure periods occurring under Section 12.1(a)(i) or incurred 12.1(c) (by Manager under this Agreement exceed the Account Receivables collected reason of a breach of Section 7.1 or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreement21.

Event of Default. (a) The following shall, after the expiration occurrence of one or more of the applicable cure period provided in subsection (b) of this section, constitute following events shall be an "Event of Default" hereunder: (i) if on any Payment Date the breach by either party hereto funds in the observance or performance of Debt Service Payment Sub-Account are insufficient to pay the Required Debt Service Payment due on such Payment Date and the Borrowers fail to pay such insufficiency on such Payment Date; provided that Borrowers shall have an additional two Business Days past the related Payment Date to make any material covenantsuch payment, condition or undertaking contained herein; orbut only once during any twelve month period; (ii) intentionally omitted; (iii) if the Borrowers fail to pay the outstanding Indebtedness on the Maturity Date; (iv) if on any Payment Date the Borrowers fail to pay the Basic Carrying Costs Monthly Installment, the Capital Reserve Monthly Installment, the Cash Collateral Account Bank Fees due on such Payment Date (to the extent Borrowers are obligated to make such payments hereunder); provided that Borrowers shall have an additional two (2) Business Days past the related Payment Date to make any such payment, but only once during any twelve (12) month period; (v) if on the date any payment of a Basic Carrying Cost would become delinquent, the funds in the Basic Carrying Costs Sub-Account together with any funds in the Cash Collateral Account not allocated to another Sub-Account are insufficient to make such payment and Borrower has not otherwise paid such Basic Carrying Cost or funded such shortfall to Lender; provided that Borrowers shall have an additional two (2) Business Days past the related Payment Date to make any such payment, but only once during any twelve (12) month period; (vi) the occurrence of the events identified elsewhere in the Loan Documents as constituting an "Event of Default"; (vii) any breach of Sections 2.11(a) (subject, however, to the proviso in Section 2.11(a)(ii)) , 2.11(b), 2.11(e), 5.1(T), 5.1(V), 5.1(W), 5.1(X), or 6.1(B); (viii) intentionally omitted; (ix) intentionally omitted; (x) if any material Borrower fails to pay any other amount payable pursuant to this Agreement or any other Loan Document within two (2) Business Days of the date when due and payable in accordance with the provisions hereof or thereof, as the case may be; (xi) if any representation or warranty made herein by either party Borrowers or Operating Lessee or in any other Loan Document, or in any report, certificate, financial statement or other Instrument, agreement or document furnished by any Borrower or Operating Lessee in connection with this Agreement, the Note or any other Loan Document executed and delivered by such Borrower or Operating Lessee, as applicable, shall prove to have been or become be false or misleading in any material respect.respect as of the date such representation or warranty was made or remade; (bxii) An if any Borrower, any of such Borrower's partners or members, as applicable, Operating Lessee, or any SPE Equity Owner makes an assignment for the benefit of creditors; (xiii) if a receiver, liquidator or trustee shall be appointed for any Borrower, any of such Borrower's partners, members or shareholders, as applicable, or any SPE Equity Owner or if any Borrower, any of such Borrower's partners, members or shareholders, as applicable, Operating Lessee or any SPE Equity Owner shall be adjudicated as bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by such Borrower, any of such Borrower's partners, members or shareholders, as applicable, Operating Lessee or any SPE Equity Owner or if any proceeding for the dissolution or liquidation of such Borrower, any of such Borrower's partners, members or shareholders, as applicable, Operating Lessee or any SPE Equity Owner shall be instituted; provided, however, that if such appointment, adjudication, petition or proceeding was involuntary and not consented to by such Borrower, any of such Borrower's partners, members or shareholders, as applicable, Operating Lessee or any SPE Equity Owner as the case may be, upon the same not being discharged, stayed or dismissed within ninety (90) days; or if such Borrower, any of such Borrower's partners, members or shareholders, as applicable, Operating Lessee or any SPE Equity Owner shall generally not be paying its debts as they become due; (xiv) if any Borrower or Operating Lessee attempts to delegate its obligations or assign its rights under this Agreement, any of the other Loan Documents or any interest herein or therein; (xv) if any provision of any organizational document of any Borrower, Operating Lessee or any SPE Equity Owner is amended or modified in any respect, or if any Borrower, Operating Lessee, any SPE Equity Owner or any of their respective partners, members, or shareholders as applicable, fails to perform or enforce the provisions of such organizational documents or attempts to dissolve any Borrower, Operating Lessee or any SPE Equity Owner; or if any Borrower, Operating Lessee or any SPE Equity Owner or any of their respective partners, members or shareholders, as applicable, breaches any of the covenants set forth in Sections 5.1(T) or 6.1(D); (xvi) [Intentionally omitted]; (xvii) if an event or condition specified in Section 5.1(S) shall occur or exist with respect to any Plan, Multiemployer Plan or plan and, as a result of such event or condition, together with all other such events or conditions, Borrower or any ERISA Affiliate or any affiliate shall incur or in the opinion of Lender shall be reasonably likely to incur a liability to a Plan, a Multiemployer Plan, PBGC or plan (or any combination of the foregoing) which would constitute, in the determination of Lender, a Material Adverse Effect; (xviii) any breach of Section 5.1(I) or 5.1(P), or, if without Lender's prior written consent, except as expressly permitted in this Agreement, (A) any Manager resigns or is removed or is replaced, (B) any Management Agreement is entered into for any Individual Property or (C) there is any material change in or termination of any Management Agreement for any Individual Property; (xix) any "Event of Default Default" under any of the other "Loan Agreements" referenced in the Cooperation Agreement; (xx) if without Lender's prior written consent (A) any Operating Lessee resigns or is removed or is replaced, (B) any Operating Lease is entered into for any Individual Property or (C) there is any change in or termination of any Operating Lease; (xxi) if any Borrower or Operating Lessee shall be in default under any of the other obligations, agreements, undertakings, terms, covenants, provisions or conditions of this Agreement, the Notes, any Mortgage or the other Loan Documents, not be deemed otherwise referred to have occurred until twenty in this Section 7.1, for ten (2010) business days after the nondefaulting party has provided the defaulting party with written notice specifying to any Borrower from Lender or its successors or assigns, in the event case of any default which can be cured by the payment of a commercially reasonable sum of money or events thatfor thirty (30) days after written notice from Lender or its successors or assigns, in the case of any other default (unless otherwise provided herein or in such other Loan Document); provided, however, that if such non-monetary default under this subparagraph is susceptible of cure but cannot cured, would constitute an Event of Default reasonably be cured within such thirty (30) day period and specifying the action necessary provided further that such Borrower shall have commenced to cure such default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the Event of Default within same, such period. This thirty (30) day period may shall be extended for a reasonable period such time as is reasonably necessary for such Borrower in the exercise of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ due diligence to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of Defaultdefault, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also but in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee no event shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within period exceed ninety (90) days after termination the original notice from Lender; (xxii) if any Operating Lessee is in default beyond any applicable notice or cure period under the applicable Operating Lease; (xxiii) if an "Event of Default" shall occur under any Subordination, Attornment and Security Agreement; (xxiv) [Reserved]; and (xxv) if any of the Exchange Agreement. For purposes assumptions set forth in that certain non-consolidation opinion from the Borrowers' counsel to Lender dated as of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementdate hereof shall be untrue in any material respect.

Event of Default. Each of the following constitutes an event of default (“Event of Default”) under this Mortgage: (a) The following shallMortgagor’s failure to pay any installment of principal or interest or any other amount required under the Note, after the expiration of the applicable cure period provided in subsection (b) of this sectionMortgage or any other Loan Document when due and payable, constitute an Event of Default: (i) the breach whether at maturity or by either party hereto in the observance acceleration or performance of any material covenant, condition or undertaking contained hereinotherwise; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An Event of Default shall not be deemed Mortgagor’s failure to have occurred until twenty perform or observe any other covenant, agreement, representation, warranty or other provision contained in the Note, this Mortgage (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute other than an Event of Default described elsewhere in this Paragraph 18) or the other Loan Documents, and specifying such failure continues for more than 10 days following written notice thereof given by Bank to Mortgagor, unless the action necessary Event of Default is not capable of being cured within 10 days, Mortgagor commences to cure the Event of Default within such period. This period may be extended for a reasonable period said 10 days and thereafter Mortgagor diligently prosecutes the cure of the Event of Default, in which event Mortgagor will have additional time if the defaulting party as is acting in ▇▇▇▇ ▇▇▇▇▇ reasonably necessary, not to exceed 10 days, to cure such Event of Default; provided, however, that the default and such default is 10 day cure period does not materially adverse apply to the other party.subparagraphs of this Paragraph 18; or (c) Upon the occurrence of any breach of any representation or warranty contained in this Mortgage or any other Loan Document; or (d) the occurrence of a Prohibited Transfer; or (e) the entry by a court having jurisdiction of a decree or order for relief in respect of Mortgagor in any involuntary case brought under any bankruptcy, insolvency, debtor relief, or similar law; or if Mortgagor, or any person in control of Mortgagor: (i) files a voluntary petition in bankruptcy, insolvency, debtor relief or for arrangement, reorganization or other relief under the Federal Bankruptcy Act or any similar state or federal law; (ii) consents to or suffers the appointment of or taking possession by a receiver, liquidator, or trustee (or similar official) of the Mortgagor or for any part of the Property or any substantial part of the Mortgagor’s other property; (iii) makes any assignment for the benefit of Mortgagor’s creditors; or (iv) fails generally to pay Mortgagor’s debts as they become due; or (f) the attachment, seizure, or levy of all or a substantial part of Mortgagor’s assets; or (g) the dissolution or termination of existence of Mortgagor, voluntarily or involuntarily, or the amendment or modification in any respect of the corporate documents of Mortgagor that would or may adversely affect Mortgagor’s performance of its obligations under the Note, this Mortgage or the other Loan Documents; or (h) the occurrence of an “Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred ” under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing any of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementother Loan Documents.

Event of Default. “Event of Default” means (ai) The following shallBuyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, after authorizes, or acquiesces in the expiration commencement of a proceeding or causes under any bankruptcy or similar law for the applicable cure period provided in subsection protection of creditors or has such petition filed or proceeding commenced against it; (bvii) of either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this section, constitute Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default: Default committed by the other Party; (ix) the breach by Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either party hereto in the observance or performance of Party falls to perform any material covenant, condition covenant or undertaking contained hereinobligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or or (iixii) if any material either Party makes a representation or warranty made by either party shall prove to have been or become that is false or misleading in any material respect. (b) An Event respect at any time during the term of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such periodthis Agreement. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of Default, the nondefaulting party may Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, unless the non-defaulting party is also including all effective Confirmations, in default addition to any and all other remedies available hereunder. (d) If this Agreement is terminated because of . 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default by Permittee as defined in Section 4.1(a(the “Defaulting Party”), Permittee then the Defaulting Party shall pay Manager and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for all Net Losses incurred under this Agreement and paid by Manager through either calculating damages (i) a reduction is reasonable in the purchase price to be paid to Permittee by Manager at the Closing light of the Option Agreement anticipated or actual harm, (ii) if there is no Closing shall be followed in lieu of the Option Agreementany other methods of calculating or estimating direct actual damages, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company (iii) is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementa penalty.

Event of Default. The following actions or events shall constitute an “Event of Default” under this Agreement: (a) The following shall, failure of a Party (the “Defaulting Party”) to pay to the other Party (the “Non-Defaulting Party”) any sum which has become due and payable hereunder within ten (10) days after receipt by the expiration Defaulting Party of a notice from the applicable cure period provided in subsection Non-Defaulting Party specifying such failure; (b) The failure by a Defaulting Party to perform, keep or fulfill any of the terms, covenants, undertakings, obligations or conditions set forth in this sectionAgreement other than those referred to in the foregoing paragraph (a), constitute an Event and the continuance of Default:such failure for a period of fifteen (15) days after receipt by the Defaulting Party of written notice thereof from the Non-Defaulting Party specifying such failure; or, in the event such failure is of a nature that it cannot, with due diligence and in good faith, be cured within fifteen (15) days and such Defaulting Party fails to proceed promptly and with due diligence and in good faith to cure the same and thereafter to prosecute the curing of such failure with due diligence and in good faith (it being intended that, in connection with a failure not susceptible of being cured with diligence and in good faith within fifteen (15) days the time of such Defaulting Party within which to cure the same shall be extended for such period as may be reasonably necessary for the curing thereof with due diligence and in good faith, but in no event shall such cure period be in excess of one hundred twenty (120) days); (c) The occurrence of any of the following events with respect to a Defaulting Party: (i) the breach institution by either party hereto in the observance or performance against (and such proceeding is not dismissed within sixty (60) days) such Defaulting Party of any material covenantbankruptcy, condition reorganization, arrangement, insolvency or undertaking contained hereinsimilar proceedings brought under any federal or state law providing for the relief of debtors; or (ii) if the admission by such Defaulting Party in writing of its inability to pay its debts as they become due; (iii) any material representation or warranty made assignment by either party shall prove to have been or become false or misleading in any material respect. (b) An Event such Defaulting Party for the benefit of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreement.its creditors;

Event of Default. Each of the following shall be an event of default by Tenant under this Lease (each, an “Event of Default”): (a) The following shallif any representation or warranty of Tenant set forth in this Lease is false in any material respect when made, after the expiration of the applicable cure period provided or if Tenant renders any statement or account that is false in subsection any material respect when made; (b) if any Rental due under this Lease is not paid within five (5) Business Days of this sectionthe date upon which such payment is due; provided, however, in the event that Tenant pays Rental by wire transfer pursuant to Section 4.06 above, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process (other than an error for which Tenant is responsible) shall not constitute an Event of Default:Default hereunder so long as the same is corrected within five (5) Business Days of the date that Tenant receives notice thereof; (i) the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; or (iic) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect.other Monetary Obligation due under this Lease is not paid within five (5) Business Days following written notice thereof; (bd) An except as permitted by Section 8.06, if Tenant fails to pay, prior to delinquency, any Real Estate Taxes or other taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties provided, however, such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Landlord shall have given Tenant notice thereof and a period of thirty (30) days shall have elapsed, during which period Tenant may correct or cure such failure, upon failure of which an Event of Default shall not be deemed to have occurred until twenty hereunder without further notice or demand of any kind being required; (20e) business days after if there is an Insolvency Event affecting Tenant or Lease Guarantor; (f) if Tenant fails to observe or perform any of the nondefaulting party has provided the defaulting party with written notice specifying the event other covenants, conditions or events thatobligations of Tenant in this Lease; provided, if however, such failure shall not cured, would constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and specifying the action necessary to cure the Event of Default within such period. This period may be extended for until Landlord shall have given Tenant notice thereof and a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to thirty (30) days shall have elapsed, during which period Tenant may correct or cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence failure, upon failure of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30)-day period, as determined by Permittee as defined Landlord in Section 4.1(a)its reasonable discretion, Permittee and Tenant has undertaken in a written notice to Landlord to cure such failure and is diligently pursuing a cure of such failure at all times thereafter until a cure is obtained, then Tenant shall pay Manager for all Net Losses incurred under this Agreement have a reasonable period to cure such failure beyond such thirty (30)-day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Landlord. If Tenant shall fail to correct or cure such failure within such ninety (90)-day period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required; (g) if Tenant shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; (h) if the estate or interest of Tenant in any of the Properties shall be levied upon or attached in any proceeding and paid by Manager through either (i) a reduction in the purchase price such estate or interest is about to be paid to Permittee by Manager at the Closing of the Option Agreement sold or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is transferred or such process shall not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made be vacated or discharged within ninety (90) days after termination it is made; or (i) if an Event of Default (as defined in the Exchange Agreement. For purposes of this Agreement, "Net Losses" means Lease Guaranty) shall occur under the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this AgreementLease Guaranty.

Event of Default. (a) The following shall, after the expiration of the applicable cure period provided in subsection (b) of this section, constitute an Event of Default: (i) the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An Event of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of DefaultDefault by an Approved Borrower under the relevant Borrower Participant Agreement with respect to any loan entered into pursuant to a Borrower Participant Agreement or by an Approved Repo Counterparty under the relevant Repurchase Agreement with respect to any Repurchase Transaction entered into pursuant to a Repurchase Agreement, Lending Agent will, and is hereby authorized and instructed by Lender to exercise, or instruct the exercise of, on ▇▇▇▇▇▇’s behalf, any and all remedies provided under the Borrower Participant Agreement, the nondefaulting party Repurchase Agreement or available under applicable law as may terminate this be necessary or appropriate under the circumstances to protect ▇▇▇▇▇▇’s rights. (b) If, at the time of an Event of Default of an Approved Borrower, such Approved Borrower has failed to return loaned Available Securities or has failed to make a margin payment in connection with its obligations under the Borrower Participant Agreement or any amendment thereto, then Lending Agent, in addition to taking any other appropriate action as set forth in the Borrower Participant Agreement, however, at all times subject to applicable law, shall: (i) promptly notify Lender; (ii) take all actions which it deems necessary or appropriate as set forth in the applicable Borrower Participant Agreement, which shall include, but not be limited to, liquidate, or cause the liquidation of, the non-cash Collateral, and cash Collateral invested pursuant to Schedule 4A and Schedule 4B in connection with loans to such Approved Borrower, and shall make a reasonable effort for the period of time allowed under the applicable Borrower Participant Agreement (the “Replacement Period”), unless the nonparties hereto mutually agree that any such efforts shall extend beyond the Replacement Period, to apply the proceeds thereof to the purchase of securities identical to the loaned Available Securities (or the equivalent thereof in the event of a reorganization or recapitalization of the issuer) not returned (a “Buy-defaulting party In”). If, during the Replacement Period, and subject to the set-off provisions contained in paragraph 7(e), the Collateral liquidation proceeds are insufficient to replace the loaned Available Securities not returned, Lending Agent shall pay such additional amounts as are necessary to make such replacement; provided, however, that Lending Agent shall not be liable for any Collateral deficiencies as a result of losses on the investment of cash Collateral invested in accordance with Schedule 4A and Schedule 4B, except as provided in this paragraph 7. Purchases of replacement securities shall be made only in such markets, in such manner and upon such terms as Lending Agent shall consider appropriate in its sole discretion; (iii) If Lending Agent is also unsuccessful in default hereunderpurchasing any, or all, replacement securities during the Replacement Period or otherwise determines that a Buy-In is commercially impracticable, Lending Agent shall, in lieu of effecting a Buy-In for some or all loaned Available Securities, credit to Lender the proceeds of the liquidation of the Collateral and shall pay to Lender cash in an amount (if any) equal to (A) the market value of the loaned Available Securities not returned and as to which no Buy-In was effected, such market value being determined as of the Close of Business (as defined in the Borrower Participant Agreement) on the date of the Event of Default, minus (B) the sum of (x) the Collateral liquidation proceeds determined as of the Close of Business on the date of the Event of Default and further adjusted for the value of a partial Buy-In, if any, and (y) the amount of any Collateral deficiencies resulting from losses on the investment of cash Collateral invested in accordance with Schedule 4A and Schedule 4B, except as provided in this paragraph 7, if any; (iv) In addition to making the purchases or payments required above, Lending Agent shall pay from the proceeds of Collateral, to Lender the value of all distributions on the loaned Available Securities, the record dates for which occur before the date that Lending Agent executes the Buy-In or makes the payments to Lender required pursuant to subparagraph (ii) or (iii) and that have not otherwise been credited to ▇▇▇▇▇▇’s account. For purposes of this paragraph 7(b)(iv), the value of such distribution shall be calculated net of taxes, expenses or other deductions that would normally apply to such distributions had the distributions been made directly to Lender by the relevant Approved Borrower. Lending Agent shall use Collateral or the proceeds of such Collateral to the extent available to make such payments of distributions, and thereafter, if the Collateral liquidation proceeds are insufficient to cover the value of distributions on the loaned Available Securities as described in this sub-paragraph 7(b)(iv), Lending Agent shall pay such additional amounts as are necessary to reimburse Lender for the value of such distributions; and (v) If, on the date of the Event of Default by reason of Lender’s or Custodian’s request or actions, Lending Agent is not in possession or control of the Collateral allocated to the defaulted loan, as a condition precedent for any payments made by Lending Agent pursuant to this paragraph 7(b), Lender shall cause such Collateral, or the proceeds from the liquidation of such Collateral, to be transferred to Lending Agent by the time and date specified by Lending Agent, which shall be in time for settlement pursuant to the standard settlement cycle for the securities subject to any Buy-In. (c) If, at the time of an Event of Default of an Approved Repo Counterparty, such Approved Repo Counterparty has failed to return the cash Collateral invested or has failed to make a margin payment in connection with its obligations under the Repurchase Agreement or any amendment thereto, then Lending Agent, in addition to taking any other appropriate action as set forth in the Repurchase Agreement, however at all times subject to applicable law, shall: (i) Promptly notify Lender; (ii) Take all actions which it deems necessary or appropriate to liquidate, or cause the liquidation of, the Repurchase Transaction Collateral, in connection with Repurchase Transactions with such Approved Repo Counterparty during the period of time allowed under the applicable Repurchase Agreement (the “Liquidation Period”), unless the parties hereto mutually agree that any such efforts shall extend beyond the Liquidation Period. If, during the Liquidation Period and subject to set-off provisions contained in paragraph 7(e), the Repurchase Transaction Collateral liquidation proceeds are less than the amount of cash Collateral invested, Lending Agent shall pay to Lender such additional amounts as are necessary to satisfy any shortfall. The liquidation of Repurchase Transaction Collateral shall be made only in such markets, in such manner and upon such terms as Lending Agent shall consider appropriate in its sole discretion; and (iii) If, on the date of the Event of Default by reason of ▇▇▇▇▇▇’s or Custodian’s request or actions, Lending Agent is not in possession or control of the Repo Transaction Collateral allocated to the defaulted Repurchase Transaction, as a condition precedent for any payments made by Lending Agent pursuant to this paragraph 7(c), Lender shall cause such Repurchase Transaction Collateral, to be transferred to Lending Agent by the time and date specified by Lending Agent. (d) If this Agreement is terminated because of an Under no circumstances shall Lending Agent’s obligation to ▇▇▇▇▇▇ under paragraphs 7(b) and (c) exceed the actual loss incurred. Lending Agent shall have no other liability to Lender relating to (i) any Approved Borrower’s Event of Default by Permittee as defined under the Borrower Participant Agreement, or any amendment thereto, other than set out in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement Agreement; or (ii) if there is no Closing of any Approved Repo Counterparty’s failure to return the Option Agreement, by cash Collateral invested or failure to make a margin payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur in connection with its obligations under the Exchange Agreement and Manager's parent company is not Repurchase Agreement; in material breach under such Agreementeach case, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less other than 90 days old) by Manager as Management fees pursuant to Article II of set out in this Agreement. (e) Lending Agent shall be entitled to reduce amounts payable to Lender pursuant to either paragraphs 7(b) or 7(c) where the relevant Approved Borrower and relevant Approved Repo Counterparty are the same entity by setting off (i) any excess proceeds or shortfall that results from the liquidation of Repurchase Transaction Collateral, against (ii) any excess loan Collateral or shortfall in loan Collateral where a Buy-In is conducted or where cash is credited to Lender in lieu of conducting a Buy-In. (f) In the event that Lending Agent is required to perform or make any payment under paragraphs 7(b) or 7(c), ▇▇▇▇▇▇ agrees that, to the extent of such performance or payment, Lending Agent shall be subrogated to, and Lender shall without further action be deemed to have assigned to Lending Agent all of Lender’s rights in, to and against (i) the Approved Borrower or any guarantor of the Approved Borrower in respect of the related loan, any Collateral transferred or pledged by the Approved Borrower in respect of such loan and all proceeds of such Collateral, and (ii) the Approved Repo Counterparty in respect of the related Repurchase Transaction, any Repurchase Transaction Collateral transferred or pledged by the Approved Repo Counterparty in respect of such Repurchase Transaction and all proceeds of Repurchase Transaction Collateral. In the event that Lender receives or is credited with any payment, benefit or value from or on behalf of the Approved Borrower and/or Approved Repo Counterparty, or any guarantor of the Approved Borrower and/or Approved Repo Counterparty, including pursuant to any netting provision or netting agreement, in respect of rights to which Lending Agent is subrogated or that are assigned to Lending Agent, as provided herein, Lender shall promptly remit or pay to Lending Agent the same (or, where applicable, its United States dollar equivalent) from the assets of Lender. ▇▇▇▇▇▇ shall execute and deliver to Lending Agent such instruments and other documents as may be reasonably requested by Lending Agent to evidence such subrogation and assignment, and ▇▇▇▇▇▇ shall co-operate with Lending Agent in pursuing (in its own name or that of Lender) any Collateral deficiency or other claim that Lending Agent may have against the Approved Borrower and/or Approved Repo Counterparty by reason of such subrogation and assignment. Without limitation of the foregoing, Lender shall, if so requested by Lending Agent, file appropriate proofs of claim or other documents in any insolvency proceeding affecting such Approved Borrower and/or Approved Repo Counterparty and provide any and all documents and information reasonably necessary in connection with pursuing such insolvency or other claims; (g) To the extent Lending Agent’s obligations under paragraphs 7(b) and (c) are supported by a third party (“Third Party Insurer”) under an insurance policy, Lender hereby agrees that Lender shall keep confidential, and not disclose to any unrelated third party, the name of the Third Party Insurer or the terms, existence or effect of such policy, except to the extent required by applicable law, rule or regulation or to the extent necessary pursuant to Lender’s corporate governance procedures. Any such Third Party Insurer shall maintain a financial strength rating, or an implied financial strength rating, by A.M. Best of at least A. Lending Agent shall notify the Third Party Insurer of ▇▇▇▇▇▇’s appointment of Lending Agent as securities lending agent and ▇▇▇▇▇▇ shall be included as an “Indemnified Lender” and “Indemnified Buyer” thereunder, as such terms are defined in such policy; and (h) WITHOUT LIMITING THE PROVISIONS OF THIS PARAGRAPH 7 OR WAIVER OF ANY RIGHTS GIVEN TO LENDER UNDER ANY SECURITIES LOAN AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES AND THAT, THEREFORE, THE LOAN COLLATERAL MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF AN APPROVED BORROWER’S OBLIGATIONS IN THE EVENT SUCH APPROVED BORROWER FAILS TO RETURN THE LOANED SECURITIES.

Event of Default. (a) The following shall, after the expiration occurrence of one or more of the applicable cure period provided in subsection (b) of this section, constitute following events shall be an "Event of Default" hereunder: (i) if on any Payment Date the breach by either party hereto funds in the observance or performance of Debt Service Payment Sub-Account are insufficient to pay the Required Debt Service Payment due on such Payment Date and the Borrowers fail to pay such insufficiency on such Payment Date; provided that Borrowers shall have an additional two Business Days past the related Payment Date to make any material covenantsuch payment, condition or undertaking contained herein; orbut only once during any twelve month period; (ii) intentionally omitted; (iii) if the Borrowers fail to pay the outstanding Indebtedness on the Maturity Date; (iv) if on any Payment Date the Borrowers fail to pay the Basic Carrying Costs Monthly Installment, the Capital Reserve Monthly Installment, the Cash Collateral Account Bank Fees due on such Payment Date (to the extent Borrowers are obligated to make such payments hereunder); provided that Borrowers shall have an additional two (2) Business Days past the related Payment Date to make any such payment, but only once during any twelve (12) month period; (v) if on the date any payment of a Basic Carrying Cost would become delinquent, the funds in the Basic Carrying Costs Sub-Account together with any funds in the Cash Collateral Account not allocated to another Sub-Account are insufficient to make such payment and Borrower has not otherwise paid such Basic Carrying Cost or funded such shortfall to Lender; provided that Borrowers shall have an additional two (2) Business Days past the related Payment Date to make any such payment, but only once during any twelve (12) month period; (vi) the occurrence of the events identified elsewhere in the Loan Documents as constituting an "Event of Default"; (vii) any breach of Sections 2.11(a) (subject, however, to the proviso in Section 2.11(a)(ii)) , 2.11(b), 2.11(e), 5.1(T), 5.1(V), 5.1(W), 5.1(X), or 6.1(B); (viii) intentionally omitted; (ix) intentionally omitted; (x) if any material Borrower fails to pay any other amount payable pursuant to this Agreement or any other Loan Document within two (2) Business Days of the date when due and payable in accordance with the provisions hereof or thereof, as the case may be; (xi) if any representation or warranty made herein by either party Borrowers or in any other Loan Document, or in any report, certificate, financial statement or other Instrument, agreement or document furnished by any Borrower in connection with this Agreement, the Note or any other Loan Document executed and delivered by such Borrower shall prove to have been or become be false or misleading in any material respect.respect as of the date such representation or warranty was made or remade; (bxii) An if any Borrower, any of such Borrower's partners or members, as applicable, or any SPE Equity Owner makes an assignment for the benefit of creditors; (xiii) if a receiver, liquidator or trustee shall be appointed for any Borrower, any of such Borrower's partners, members or shareholders, as applicable, or any SPE Equity Owner or if any Borrower, any of such Borrower's partners, members or shareholders, as applicable, or any SPE Equity Owner shall be adjudicated as bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by such Borrower, any of such Borrower's partners, members or shareholders, as applicable, or any SPE Equity Owner or if any proceeding for the dissolution or liquidation of such Borrower, any of such Borrower's partners, members or shareholders, as applicable, or any SPE Equity Owner shall be instituted; provided, however, that if such appointment, adjudication, petition or proceeding was involuntary and not consented to by such Borrower, any of such Borrower's partners, members or shareholders, as applicable, or any SPE Equity Owner as the case may be, upon the same not being discharged, stayed or dismissed within ninety (90) days; or if such Borrower, any of such Borrower's partners, members or shareholders, as applicable, or any SPE Equity Owner shall generally not be paying its debts as they become due; (xiv) if any Borrower attempts to delegate its obligations or assign its rights under this Agreement, any of the other Loan Documents or any interest herein or therein; (xv) if any provision of any organizational document of any Borrower or any SPE Equity Owner is amended or modified in any respect, or if any Borrower, any SPE Equity Owner or any of their respective partners, members, or shareholders as applicable, fails to perform or enforce the provisions of such organizational documents or attempts to dissolve any Borrower or any SPE Equity Owner; or if any Borrower or any SPE Equity Owner or any of their respective partners, members or shareholders, as applicable, breaches any of the covenants set forth in Sections 5.1(T) or 6.1(D); (xvi) [Intentionally omitted]; (xvii) if an event or condition specified in Section 5.1(S) shall occur or exist with respect to any Plan, Multiemployer Plan or plan and, as a result of such event or condition, together with all other such events or conditions, Borrower or any ERISA Affiliate or any affiliate shall incur or in the opinion of Lender shall be reasonably likely to incur a liability to a Plan, a Multiemployer Plan, PBGC or plan (or any combination of the foregoing) which would constitute, in the determination of Lender, a Material Adverse Effect; (xviii) any breach of Section 5.1(I) or 5.1(P), or, if without Lender's prior written consent, except as expressly permitted in this Agreement, (A) any Manager resigns or is removed or is replaced, (B) any Management Agreement is entered into for any Individual Property or (C) there is any material change in or termination of any Management Agreement for any Individual Property; (xix) any "Event of Default Default" under any of the other "Loan Agreements" referenced in the Cooperation Agreement; (xx) [Intentionally omitted]; (xxi) if any Borrower shall be in default under any of the other obligations, agreements, undertakings, terms, covenants, provisions or conditions of this Agreement, the Notes, any Mortgage or the other Loan Documents, not be deemed otherwise referred to have occurred until twenty in this Section 7.1, for ten (2010) business days after the nondefaulting party has provided the defaulting party with written notice specifying to any Borrower from Lender or its successors or assigns, in the event case of any default which can be cured by the payment of a commercially reasonable sum of money or events thatfor thirty (30) days after written notice from Lender or its successors or assigns, in the case of any other default (unless otherwise provided herein or in such other Loan Document); provided, however, that if such non-monetary default under this subparagraph is susceptible of cure but cannot cured, would constitute an Event of Default reasonably be cured within such thirty (30) day period and specifying the action necessary provided further that such Borrower shall have commenced to cure such default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the Event of Default within same, such period. This thirty (30) day period may shall be extended for a reasonable period such time as is reasonably necessary for such Borrower in the exercise of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ due diligence to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of Defaultdefault, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also but in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee no event shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within period exceed ninety (90) days after termination the original notice from Lender; and (xxii) if any of the Exchange Agreement. For purposes assumptions set forth in that certain non-consolidation opinion from the Borrowers' counsel to Lender dated as of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementdate hereof shall be untrue in any material respect.

Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”): (a) The following shallif any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, after the expiration of the applicable cure period provided in subsection or if Lessee renders any materially false statement or account when made; (b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of this section, Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default:Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof; (ic) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the breach by either party hereto failure of which to pay will result in the observance imposition of a lien against any of the Properties; (d) if Lessee vacates or performance abandons any Property; (e) if there is an Insolvency Event affecting Lessee; (f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any material covenantMonetary Obligation, condition is not willful or undertaking contained intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein; or , unless and until Lessor shall have given Lessee notice thereof and a period of thirty (ii30) if any material representation days shall have elapsed, during which period Lessee may correct or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An cure such failure, upon failure of which an Event of Default shall not be deemed to have occurred until twenty hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (2030) business day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after the nondefaulting party has provided the defaulting party with written receiving notice specifying the event of such failure from Lessor. If Lessee shall fail to correct or events thatcure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, if not curedPA, would constitute SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required; (g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to discharged or provision made for such discharge within ninety (90) days from the other party.date of entry thereof; (ch) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder.if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction if the estate or interest of Lessee in any of the purchase price Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be paid to Permittee by Manager at the Closing of the Option Agreement sold or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is transferred or such process shall not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made be vacated or discharged within ninety (90) days after termination it is made; or (j) if there is an “Event of Default” or other breach or default by Lessee under any of the Exchange Agreement. For purposes other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this AgreementLease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this AgreementLease.

Event of Default. (a) The following shall, after the expiration occurrence of any of the applicable cure period provided in subsection (b) of this section, following shall constitute an event of default (an “Event of Default”) by Lessee under this Lease: a. Failure of Lessee to make any cash payment of Rent (iinclusive of Additional Rent) the breach by either party hereto required to be made in the observance cash or performance of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty other monetary payment required to be made by either party shall prove Lessee hereunder when due, which failure is not remedied within ten (10) days after written notice of such failure is provided to have been Lessee (“Notice of Default”); b. Failure of Lessee to keep, observe, or become false perform any term, condition, or misleading in any material respect. provision this Lease, which failure is not remedied within (b30) An Event days after receiving Notice of Default Default, provided, however, if the failure cannot reasonably be cured within thirty (30) days, the Lessee shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ default so long as Lessee commences to cure the default within such thirty (30) day period and such thereafter diligently and in good faith proceeds to cure the default is within a reasonable time thereafter not materially adverse to exceed ninety (90) days following receipt of the other party.Notice of Default; (c) Upon the occurrence c. Commencement by or against Lessee of an Event insolvency or bankruptcy proceeding, including without limitation, a proceeding for liquidation, reorganization, or for the readjustment of Defaultindebtedness, or the nondefaulting party may terminate insolvency of the receiver, trustee or custodian; provided, however, that any of the foregoing set forth in this Agreement, unless the non-defaulting party subsection which is also in default hereunder. (d) If this Agreement is terminated because of an commenced by a person other than Lessee shall not constitute and Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there it is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made discharged within ninety (90) days after termination it is made; d. Making of any offer or giving of any gratuities in the form of entertainment, gifts, or otherwise, by the Lessee, or any agent or representative of the Exchange Agreement. For purposes Lessee, to any officer or employee of the Government with a view toward procuring an agreement or procuring favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such agreement; and e. The placement of any lien upon the Leased Premises, by Lessee or by Lessee’s contractors, sub-contractors, agents, representatives, or employees in connection with Lessee’s exercise of the rights granted herein, which is not otherwise expressly permitted by this Agreement, "Net Losses" means Lease and the extent failure to which the unreimbursed expenses paid cause such lien to be bonded off or incurred by Manager under this Agreement exceed the Account Receivables collected or generated otherwise discharged within sixty (and less than 90 days old60) by Manager as Management fees pursuant to Article II of this Agreementdays.

Event of Default. (a) The following shallNothing contained herein shall impair, after as between the expiration Company and the Holders of Securities of each series, the obligation of the Company, which is absolute and unconditional, to pay to such Holders the principal of and any premium and interest on such Securities as and when the same shall become due and payable in accordance with their terms or prevent the Trustee or any Holder from exercising all rights, powers and remedies otherwise permitted by applicable cure period provided in subsection (b) of this section, constitute an Event of Default: (i) the breach by either party hereto in the observance law or performance of any material covenant, condition hereunder upon a default or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An Event of Default hereunder, all subject to the rights of the holders of the Senior Indebtedness to receive cash, securities or other property otherwise payable or deliverable to the Holders. Senior Indebtedness shall not be deemed to have occurred been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of such Senior Indebtedness then outstanding. Upon the payment in full of all Senior Indebtedness, the Holders of Securities of each series shall be subrogated to all rights of any holders of Senior Indebtedness to receive any further payments or distributions applicable to the Senior Indebtedness until twenty (20) business days after the nondefaulting party has provided indebtedness evidenced by the defaulting party Securities of such series shall have been paid in full, and such payments or distributions received by such Holders, by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the holders of Senior Indebtedness, shall, as between the Company and its creditors other than the holders of Senior Indebtedness, on the one hand, and such Holders, on the other hand, be deemed to be a payment by the Company on account of Senior Indebtedness, and not on account of the Securities of such series. The provisions of this Section 1601 shall not impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Company, otherwise ranking on a parity with the Securities or ranking junior to the Securities, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or ranking junior to the Securities. Upon any payment or distribution of assets of the Company, the Trustee and the Holders shall be entitled to rely upon an order or decree issued by any court of competent jurisdiction in which such dissolution or winding-up or liquidation or reorganization proceedings are pending or upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors or other Person making such payment or distribution, delivered to the Trustee or to the Holders, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Sixteen. In the absence of any such bankruptcy trustee, receiver, assignee or other Person, the Trustee shall be entitled to rely upon a written notice specifying by a Person representing himself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of Senior Indebtedness (or is such a trustee or representative). If the event or events thatTrustee determines, if not curedin good faith, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party that further evidence is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse required with respect to the other party. (c) Upon the occurrence right of an Event any Person as a holder of DefaultSenior Indebtedness to participate in any payment or distribution pursuant to this Article Sixteen, the nondefaulting party Trustee may terminate this Agreement, unless request such Person to furnish evidence to the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing reasonable satisfaction of the Option Agreement or (ii) if there is no Closing Trustee as to the amount of the Option AgreementSenior Indebtedness held by such Person, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails as to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which such Person is entitled to participate in such payment or distribution, and as to other facts pertinent to the unreimbursed expenses paid or incurred by Manager rights of such Person under this Agreement exceed Article Sixteen, and if such evidence is not furnished, the Account Receivables collected or generated (and less than 90 days old) by Manager Trustee may defer any payment to such Person pending judicial determination as Management fees pursuant to Article II the right of this Agreementsuch Person to receive such payment.

Event of Default. Each of the following shall constitute an “Event of Default” by the respective Party: (a) The following shallfailure of RCP (or of a third party, after whether Bliss Sports, Bliss Sports II or otherwise, which has agreed in writing to fulfill RCP’s obligations) to obtain and maintain or to cause a third party to obtain or maintain the expiration of the applicable cure period provided in subsection insurance required by Article XII hereof; (b) of this section, constitute an Event of Default: (i) the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove Bliss Sports or Bliss Sports II herein or in any written statement or certificate furnished to have been or become false or misleading a Party by another Party with respect to the performance of this Agreement, proves untrue in any material respect. (b) An Event respect as of Default shall the date of the issuance or making thereof which is not be deemed to have occurred until twenty (20) business corrected or brought into compliance within 30 days after the nondefaulting party has provided recipient Party gives the defaulting party with Party which gave the untrue written statement or certificate a written notice specifying such untruth and requiring it to be remedied; provided, that if such untruth cannot be fully remedied within such 30-day period, but can reasonably be expected to be fully remedied and the event or events thatdefaulting Party is diligently attempting to remedy such untruth, if such untruth shall not cured, would constitute an Event event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time default if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ Party shall immediately upon receipt of such notice diligently attempting to cure remedy such untruth and shall thereafter prosecute and complete the default same with due diligence and such default is not materially adverse to the other party.dispatch; or (c) Upon any judgment which is final, writ or warrant of attachment or any similar process shall be entered or filed against a Party which remains unvacated, unpaid, unbonded, unstayed or uncontested in good faith for a period of 90 days; provided, however, that none of the occurrence foregoing shall constitute an event of an Event of Default, the nondefaulting party may terminate this Agreement, default unless the non-defaulting party is also in default hereunder.amount of such judgment, writ, warrant of attachment or similar process, together with the amount of all other such judgments, writs, warrants or similar processes so unvacated, unpaid, unbonded, unstayed or uncontested, exceeds $2,000,000; or (d) If this Agreement is terminated because the entry of a decree or order by a court having jurisdiction in the premises for relief in respect of a Party, or adjudging a Party a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, adjustment or composition of or in respect of a Party under the United States Bankruptcy Code or any other applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of or for a Party or any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 120 consecutive days; or (e) the commencement by a Party of a voluntary case, by it of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to a Party of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization, arrangement or relief under the United States Bankruptcy Code or any other applicable federal or state law, or the consent or acquiescence by it to the filing of any such petition or the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of a Party or any substantial part of its property, or the making by it of an Event assignment for the benefit of Default creditors, or the admission by Permittee it in writing of its inability or its failure to pay its debts generally as defined they become due, or the taking of corporate action by a Party in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid furtherance of any such action; or (f) any default by Manager through either (i) a reduction Party in the purchase price to be paid to Permittee by Manager at the Closing performance, or breach, of the Option Agreement any covenant or (ii) if there is no Closing agreement of the Option such Party in this Agreement, by payment from Permittee within 90 days and continuance of termination such default or breach for a period of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety thirty (9030) days after termination the other Party entitled to performance of such covenant or agreement has been delivered to defaulting Party a written notice specifying such default or breach and requiring it to be remedied; provided, that if such default or breach cannot be fully remedied within such thirty (30) day period, but can reasonably be expected to be fully remedied and the Exchange Agreement. For purposes defaulting Party is diligently attempting to remedy such default or breach, such default or breach shall not constitute an event of this Agreementdefault if defaulting Party shall, "Net Losses" means immediately upon receipt of such notice, diligently attempt to remedy such default or breach and shall thereafter prosecute and complete the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (same with due diligence and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementdispatch.

Event of Default. Each of the following shall be an event of default by Tenant under this Lease (each, an “Event of Default”): (a) The following shall, after the expiration if any representation or warranty of the applicable cure period provided Tenant set forth in subsection this Lease is false in any material respect when made; (b) if any Rental or other Monetary Obligation due under this Lease is not paid within three (3) Business Days after written notice of failure to pay the same; (c) if Tenant fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Property; (d) if Tenant vacates or abandons any Property; (e) if there is an Insolvency Event affecting Tenant; (f) if Tenant fails to observe or perform any of the other covenants, conditions or obligations of Tenant in this sectionLease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Landlord in immediate jeopardy, and is within the reasonable power of Tenant to promptly cure, all as determined by Landlord in its reasonable discretion, then such failure shall not constitute an Event of Default: Default hereunder, unless otherwise expressly provided herein, unless and until Landlord shall have given Tenant written notice thereof and a period of thirty (i30) the breach by either party hereto in the observance days shall have elapsed, during which period Tenant may correct or performance cure such failure, upon failure of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An which an Event of Default shall not be deemed to have occurred until twenty hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (2030)-day period, as determined by Landlord in its reasonable discretion, and Tenant is diligently pursuing a cure of such failure, then Tenant shall have a reasonable period to cure such failure beyond such thirty (30)-day period, which shall in no event exceed ninety (90) business days after the nondefaulting party has provided the defaulting party with written receiving notice specifying the event of such failure from Landlord. If Tenant shall fail to correct or events thatcure such failure within such ninety (90)-day period, if not cured, would constitute an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required; (g) if a final, nonappealable judgment is rendered by a court against Tenant which has a Material Adverse Effect, and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to discharged or provision made for such discharge within ninety (90) days from the other party.date of entry thereof; (ch) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder.if Tenant shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; or (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction if the estate or interest of Tenant in the purchase price Property shall be levied upon or attached in any proceeding and such estate or interest is about to be paid to Permittee by Manager at the Closing of the Option Agreement sold or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is transferred or such process shall not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made be vacated or discharged within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementit is made.

Event of Default. The occurrence of any one or more of the ---------------- following events (an "Event of Default"), shall constitute a default and breach of this Lease by Tenant: (a) The following shallfailure by Tenant to make any payment of rent or any other payment required to be made by Tenant hereunder, as and when due, and such failure shall not have been cured within three (3) days after the expiration receipt of the applicable cure period provided in subsection written notice thereof from Landlord; (b) Tenant's failure to perform any other term, covenant or condition contained in this Lease and such failure shall have continued for fifteen (15) days after written notice of this sectionsuch failure is given to Tenant; provided that, constitute an Event of Default:where such failure cannot reasonably be cured within said fifteen (15) day period, Tenant shall not be in default if Tenant commences such cure within said fifteen (15) day period, and thereafter diligently continues to pursue all reasonable efforts to complete said cure until completion thereof; (ic) Tenant's failure to continuously and uninterruptedly provide security protection for the breach by either party hereto in Premises reasonably satisfactory to Landlord; (d) Tenant's assignment of its assets for the observance benefit of its creditors; (e) The sequestration of, attachment of, or performance execution on, any substantial part of the property of Tenant or on any property essential to the conduct of Tenant's business on the Premises, and Tenant shall have failed to obtain a return or release on such property within sixty (60) days thereafter, or prior to sale pursuant to such sequestration, attachment or execution, whichever is earlier; (f) An entry of any material covenantof the following orders by a court having jurisdiction, condition and such order shall have continued for a period of sixty (60) days: (1) an order for relief in any proceeding under Title 11 of the United States Code, or undertaking contained hereinan order adjudicating Tenant to be bankrupt or insolvent; (2) an order appointing a receiver, trustee or assignee of Tenant's property in bankruptcy or any other proceeding; or (3) an order directing the winding up or liquidation of Tenant; or (iig) if any material representation or warranty made by either party The filing of a petition to commence against Tenant an involuntary proceeding under Title 11 of the United States Code, and Tenant shall prove fail to have been or become false or misleading in any material respect. (b) An Event of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within cause such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price petition to be paid to Permittee by Manager at the Closing of the Option Agreement or dismissed within sixty (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (9060) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementthereafter.

Event of Default. The occurrence of any one or more of the following events shall constitute an "Event of Default" hereunder: (a) The following shall, Tenant fails (i) to make any payment of the Minimum Rent or Percentage Rent payable hereunder when due and such failure continues for a period of ten (10) days after the expiration date due, or (ii) subject to the right to contest same pursuant to Article 8 hereof, to make any required payments of the applicable cure period provided in subsection Additional Charges within ten (10) days following Notice from Landlord that such payment is due and owing and unpaid. (b) of this section, constitute an Event of Default:Tenant fails to maintain the insurance coverages that it is required to maintain under Article 9. (ic) the breach by either party hereto Except as otherwise expressly provided herein, Tenant defaults in the due observance or performance of any material covenantof the terms, condition covenants or undertaking agreements contained herein; or herein to be performed or observed by it (iiother than as specified in clauses (a) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. and (b) An Event above), and, in either case, such default continues for a period of Default shall thirty (30) days after Notice thereof from Landlord to Tenant; provided, however, that if such default is curable but such cure cannot be deemed accomplished with due diligence within such period of time and if, in addition, Tenant commences to have occurred until cure such default within thirty (30) days after Notice thereof from Landlord and thereafter prosecutes the curing of such default with all due diligence, such period of time shall be extended to such period of time (not to exceed one hundred twenty (20120) business days after in the nondefaulting party has provided the defaulting party with written notice specifying the event or events thataggregate, if not cured, would constitute an Event of Default and specifying the action subject to Unavoidable Delay) as may be necessary to cure such default, provided further that the Event cure rights shall not apply to any breach of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of DefaultTenant covenant under Section 22.1, the nondefaulting party may terminate this Agreement22.3, unless the non-defaulting party is also in default hereunder22.4, or 22.5. (d) If this Agreement Any obligation of Tenant in respect of any Indebtedness (other than Tenant's obligations under any Excess FF&E Lease that constitutes Indebtedness) in a principal amount in excess of ($1,000,000) for money borrowed or for the deferred purchase price of any material property or services, is terminated because declared to be, or as a result of acceleration becomes, due and payable prior to the stated maturity thereof. (e) There occurs a final unappealable determination by applicable federal or State authorities of the revocation or limitation of any material license (including, but not limited to, any gaming license), permit, certification, or approval required for the material lawful operation of the Facility in accordance with its Primary Intended Use or the loss or limitation of any material license (including but not limited to any gaming license), permit, certification, or approval under any other circumstances under which Tenant is required to cease its operation of the Facility in accordance with its Primary Intended Use at the time of such loss or limitation, which revocation, limitation or loss is not caused by actions of Landlord or its Affiliates or which is not beyond the reasonable control of Tenant. (f) Tenant is generally not paying its debts as they become due, or Tenant makes a general assignment for the benefit of creditors. (g) Any petition is filed by or against Tenant under the Federal bankruptcy laws, or any other proceeding is instituted by or against Tenant seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an Event order for relief or the appointment of Default by Permittee as defined a receiver, trustee, custodian or other similar official for Tenant or for any substantial part of the property of Tenant, and, in Section 4.1(a)the case of any involuntary petition filed or proceeding instituted against Tenant only, Permittee shall pay Manager such proceeding is not dismissed within sixty (60) days after institution thereof, or Tenant takes any action to authorize or effect any of the actions set forth above in this paragraph. (h) Tenant causes or institutes any proceeding for all Net Losses incurred under this Agreement and paid by Manager through either its dissolution or termination. (i) Tenant ceases operation of the Leased Property for its Primary Intended Use for a reduction period in excess of thirty (30) consecutive days, except as a result of a Casualty, other Emergency Situations, the matters set forth in Section 23.17 or partial or complete Condemnation of or to the Facility or of or to the immediate surroundings so as to prohibit reasonable access by patrons to the Facility. (j) The estate or interest of Tenant in the purchase price Leased Property or any part thereof is levied upon or attached in any proceeding and the same is not vacated or discharged within the later of (i) one hundred and twenty (120) days after commencement thereof, unless the amount in dispute is less than $250,000, in which case Tenant shall give Notice to be paid to Permittee by Manager at the Closing Landlord of the Option Agreement or dispute but Tenant may defend in any suitable way and (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety thirty (9030) days after termination receipt by Tenant of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid Notice thereof from Landlord (unless Tenant shall be contesting such lien or incurred by Manager under this Agreement exceed the Account Receivables collected or generated attachment in good faith in accordance with Article 8). (and less than 90 days oldk) by Manager as Management fees pursuant to Article II of this AgreementAny Change in Control occurs.

Event of Default. (a) The following shall, after the expiration Each of the applicable cure period provided in subsection (b) of this section, following shall constitute an “Event of Default” under this Agreement: (i) The failure of a party to make any monetary payment to the other required to be made in accordance with the terms of this Agreement, which failure is not cured within ten (10) days after written notice from the non-defaulting party to the defaulting party; (ii) The failure of a party to perform any of its other material obligations under this Agreement, which failure is not cured within thirty (30) days after the defaulting party receives a written notice of default from the non-defaulting party; provided, however, that if the failure cannot reasonably be cured within thirty (30) days, such longer time as may be reasonably necessary to cure such breach by either (but not to exceed one hundred twenty (120) days) provided the defaulting party hereto is diligently pursuing such cure; (iii) If any party applies for or consents to the appointment of a receiver, trustee or liquidator with respect to itself or of all of a substantial part of its assets, admits in writing its inability to pay its debts as they come due, makes a general assignment for the observance or performance benefit of creditors, takes advantage of any insolvency law, or files an answer admitting the material covenantallegations of a petition filed against such party in any bankruptcy, condition reorganization or undertaking contained hereinjudgment or decree shall be entered by any court of competition jurisdiction, on the application of a creditor, adjudicating such party bankrupt or insolvent or approving a petition seeking reorganization of such party or appointing a receiver, trustee or liquidator of such party or a decree with respect to such party shall continue unstayed and in effect for any period of ninety (90) consecutive days; (iv) The filing of a voluntary petition in bankruptcy or insolvency or a petition for liquidation or reorganization under any bankruptcy law by a party, or a party consenting to, acquiescing in, or failing to timely controvert, an involuntary petition in bankruptcy, insolvency or an involuntary petition for liquidation or reorganization filed against it; or (iiv) The filing against a party of a petition seeking adjudication of a party as insolvent or seeking liquidation or reorganization or appointment of a receiver, trustee or liquidator of all or a substantial part of a party’s assets, if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respectsuch petition is not dismissed within ninety (90) days. (b) An Event of Default The following shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would also constitute an Event of Default of Manager under this Agreement: (i) A default or material breach by Casino Tenant under Section 14.1(a), (c), (d), (f), (h), (i) or (j) of the Casino Lease, or by Manager under the Gaming Management Agreement, the Liquor Management Agreement or the IP License, in each case for which Owner (or the Landlord with respect to the Casino Lease or the Casino Tenant with respect to the Gaming Management Agreement) exercises a remedy of termination. (ii) Manager shall fail to maintain all necessary Approvals required by Governmental Authorities to operate the Resort and specifying the action necessary shall fail to cure such default within the Event earlier of Default within (i) thirty (30) calendar days after written notice from Owner, and (ii) the expiration of the administrative cure period, if any, provided by the Governmental Authorities. (iii) From and after the Takeover Date, and as otherwise applicable, Manager shall fail to comply with the Gaming Act or any requirements of any Governmental Authorities, and such period. This period may be extended for a reasonable failure shall result in the suspension (temporary or permanent) or impairment of the operation of the Resort (or any portion thereof), or fines in excess of (i) $100,000 per incident, or (ii) $250,000 in the aggregate over any period of time if twelve consecutive months during the defaulting party Term. (iv) Manager shall materially fail to comply with the IP License or otherwise comply with the terms of SECTION 9, and fail to cures such failure within ten (10) days after written notice from Owner. (v) Manager shall misapply or misappropriate any funds whether from Resort operations, Owner or any reserve funds, and such misapplication or misappropriation is acting not cured by Manager within two (2) days after written notice from Owner. (vi) Manager shall fail to furnish Owner with proof of any insurance policy required to be maintained by Manager within ten (10) days after request from owner, but no later than the deadline established in ▇▇▇▇ ▇▇▇▇▇ Section 11.3. (vii) Manager shall fail to timely deliver any estoppel certificate a required by 20.13 and fail to cure the default and such default is not materially adverse to the other partyfailure within ten (10) days after written notice from Owner. (c) Upon the occurrence of an Event of DefaultDefault (and a failure to cure such Event of Default within the applicable cure period, the nondefaulting party may terminate this Agreementif any), unless or an event described in Section 15.2 or Section 16, the non-defaulting party is also shall have the right to terminate this Agreement. The right to terminate this Agreement may be exercised by written notice to the defaulting party and this Agreement shall terminate on either (1) the date expressly provided for in default hereunderthis Agreement; or (2) if not specified in this Agreement, the date mutually agreed upon by the Parties, which date shall in no event be sooner than ten (10) days, nor later than ninety (90) days, after the delivery of such notice; provided, however, that such period may be extended by Owner to allow for a Transition Period, as described in Section 3.4. (d) If this Agreement is terminated because The right of an termination set forth in the preceding sentence, if available, shall be in addition to, and not in lieu of, any other rights or remedies at law or in equity by reason of the occurrence of any such Event of Default by Permittee as defined in Section 4.1(a)Default, Permittee shall pay Manager for all Net Losses incurred under this Agreement it being understood and paid by Manager through either (i) a reduction in agreed that the purchase price to be paid to Permittee by Manager at the Closing exercise of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days remedy of termination shall not constitute an election of remedies and shall be without prejudice to any such other rights or remedies otherwise available to the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementnon-defaulting party.

Event of Default. The occurrence of any of the following events shall constitute events of default by Tenant under the terms of this Lease, individually, an “Event of Default”, and, collectively, “Events of Default”. (a) The following shall, after the expiration Tenant shall neglect or fail to perform or observe any of the applicable covenants, terms, provisions or conditions contained in this Lease on its part to be performed or observed, except for payment of Rent or any other monetary charges due hereunder or any of the events described in clauses (c)-(g). below, within sixty (60) days after written notice thereof from Landlord, or such additional time as is reasonably required to correct any such default so long as Tenant commences the correction within such thirty (30) day period and proceeds thereafter with due diligence and in good faith to cure period provided same within no more than sixty (60) days after such written notice from Landlord; in subsection (b) of this section, constitute an no event shall additional time to cure apply in cases where the Event of Default: (i) Default in question may be cured on a timely basis by the breach by either party hereto payment of money in the observance or performance of any material covenant, condition or undertaking contained hereinamount due; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An Event of Default Tenant shall neglect or fail to pay Rent, as provided for in Article IV, or any other monetary obligation at any time owing from Tenant to Landlord, whether or not be deemed to have occurred until expressed as additional Rent, within twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying thereof from Landlord; provided, however, that Landlord need not give more than three (3) such notices in any twelve (12) month period for the event or events thatpayment of Rent and after the giving of such third (3rd) notice, if not cured, would constitute any further failures to pay Rent within five (5) days after due during the remainder of such twelve (12) month period will be an Event of Default and specifying the action necessary to without any notice, cure the Event of Default within such or grace period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party.; or (c) Upon the occurrence leasehold estate created by this Lease shall be taken on execution or by other process of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder.law; or (d) If this Agreement Tenant fails to keep Hotel open for business without the Consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such failure continues for more than seven (7) days in any sixty (60) day period, except when due to or caused by failure or lack of utility service, construction or other disruption by repair or maintenance, a Force Majeure Event or any act or omission of Landlord or Landlord’s employees, representatives or agents; or (e) there is terminated because filed any petition in bankruptcy by Tenant, or Tenant is adjudicated as a bankrupt or insolvent, or there is appointed a receiver or trustee to take possession of an Event Tenant or of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing or substantially all of the Option Agreement assets of Tenant, or (ii) if there is no Closing a general assignment by Tenant for the benefit of creditors, or any action is taken by Tenant under any state of federal insolvency or bankruptcy act, or any similar law now or hereafter in effect; or (f) there is filed any petition in bankruptcy or for the Option Agreementappointment of a receiver or an action for execution or attachment is filed against Tenant and such petition, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company action or levy against Tenant is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made dismissed within ninety (90) days after termination the filing thereof ; or (g) Tenant shall fail to maintain all necessary Approvals within grace periods provided by applicable law; or (h) In the event that any one of the Exchange Agreement. For purposes following events occurs at any time during the Term: (i) a Change of Control (as defined below) of Tenant or its parent company, FHR, or (ii) in the event the Indiana Gaming Commission approves the transfer of Tenant’s gaming license to operate Rising Star’s casino, hotel and related amenities, unless in any such case the acquiring party or transferee in any such Change of Control or transfer of Tenant’s gaming license acknowledges and agrees in writing to Tenant’s assignment of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this AgreementLease.

Event of Default. The occurrence of any one or more of the following events (an "Event of Default") shall constitute a default and breach of this Lease by Tenant: (a) The following shallfailure by Tenant to make any payment of rent or any other payment requited to be made by Tenant hereunder, as and when due, and such failure shall not have been cured within three (3) business days after written notice thereof from Landlord. Any such notice shall constitute the expiration notice required under Section 1161 of the applicable cure California Code of Civil Procedure (and/or any related or successor statutes regarding unlawful detainer actions), provided such notice is given in accordance with the requirements of such statute. Furthermore, if three or more such failures shall occur in any one year period provided in subsection (b) during the term of this sectionLease, then, unless applicable law requires otherwise, each and every succeeding failure to pay any sum payable hereunder when due shall constitute an Event of Default:, and Tenant shall not be entitled to a three (3) day cure period or notice from Landlord with respect to any such failure to pay; (ib) the breach by either party hereto Tenant's failure to perform any other term, covenant or condition contained in this Lease and such failure shall have continued for fifteen (15) days after written notice of such failure is given to Tenant; provided that, where such failure cannot reasonably be cured within said fifteen (15) day period, Tenant shall not be in default if Tenant commences such cure within said fifteen (15) day period and thereafter diligently continues to pursue all reasonable efforts to complete said cure until completion thereof; (c) Tenant's failure to continuously and uninterruptedly conduct its business in the observance premises for a period of more than forty-five (45) consecutive days, or performance Tenant's removal of all or substantially all of its equipment and other possessions from the premises; (d) ▇▇▇▇▇▇'s assignment of its assets for the benefit of its creditors; (e) The sequestration of, attachment of, or execution on, any substantial part of the property of Tenant or on any property essential to the conduct of Tenant's business on the premises, and Tenant shall have failed to obtain a return or release on such property within sixty (60) days thereafter, or prior to sale pursuant to such sequestration, attachment or execution, whichever is earlier; (f) An entry of any material covenantof the following orders by a court having jurisdiction, condition and such order shall have continued for a period of sixty (60) days: (1) an order for relief in any proceeding under Title 11 of the United States Code, or undertaking contained hereinan order adjudicating Tenant /s/ illegible /s/ MAB ------------- ------- Landlord 19 Tenant to be bankrupt or insolvent; (2) an order appointing a receiver, trustee or assignee of Tenant's property in bankruptcy or any other proceeding; or (3) an order directing the winding up or liquidation of Tenant; or (iig) if any material representation or warranty made by either party The filing of a petition to commence against Tenant an involuntary proceeding under Title 11 of the United States Code, and Tenant shall prove fail to have been or become false or misleading in any material respect. (b) An Event of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within cause such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price petition to be paid to Permittee by Manager at the Closing of the Option Agreement or dismissed within sixty (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (9060) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementthereafter.

Event of Default. (a) The following shall, after the expiration of the applicable cure period provided in subsection (b) of this section, constitute an Event of Default: (i) the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party ISP shall prove to have been or become false or misleading in any material respect. (b) An Event of Default shall not be deemed to have occurred until twenty (20) business days after be in default under the nondefaulting party terms of this MOU should any of the following occur as determined by DHCD in its sole and absolute discretion: a. ISP undergoes a merger or transfer of its assets; b. A receiver is appointed for ISP; c. A voluntary or involuntary petition under Title 11 of the U.S. Code is filed in the United States Bankruptcy Court naming ISP as a party; d. ISP fails to properly or timely complete the Project; e. ▇▇▇ fails to timely and diligently prosecute the work of the Project; f. ISP fails to meet any one or more of the Milestones established in this MOU for which it has provided not obtained an extension of time; g. ISP fails to timely and fully pay all of its construction contractors on the defaulting party Project; h. ISP fails to cooperate with written notice specifying DHCD regarding inspections; i. ISP fails to timely and properly comply with the event reporting requirements established in this MOU; j. ISP violates any local, state or events thatFederal regulation, if not curedlaw or statute in connection with the prosecution of the Project; k. ISP breaches or has breached any agreement with the Counties of Greene, would constitute an Event of Default Madison and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ for the provision of internet service or wired or wireless communications service; l. ISP otherwise commits a breach of this MOU and fails to cure said breach within two (2) business following written notification of said breach from DHCD; m. ISP fails to timely supply DHCD with the default and such default is not materially adverse CPM schedule; n. ISP fails to properly or timely update the CPM schedule; o. ISP fails to adhere to the other party.CPM schedule; (c) Upon p. ISP fails to properly or timely make any one or more required reportings; q. ISP violates the occurrence terms of an Event any permit or approval required for the prosecution of Defaultthe work on the Project; and r. ISP, or any one or more of its subcontractors or any person or entity supplying labor, materials, work or equipment to ISP, takes any action or commits any inaction that jeopardizes or causes the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred Project or any milestones established under this Agreement and paid by Manager through either (i) a reduction in the purchase price MOU to not be paid to Permittee by Manager at the Closing of the Option Agreement properly or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing timely completed; and s. ISP fails to occur notify DHCD of any event, action, inaction or condition on the part of ISP that would constitute an event of default under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes terms of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this AgreementMOU.

Event of Default. (a) The following shall, after the expiration of the applicable cure period provided in subsection (b) of this section, constitute an Event of Default: (i) Manager's :failure to timely make any payments to Licensee required under this Agreement; (ii) the breach default by either party hereto in the material observance or performance of any material covenant, condition or undertaking contained herein; or (iiiii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An Event of Default shall not be deemed to have occurred until until, in the case of payment of any money to Licensee, five ( 5) business days, or in the case of any other default, twenty (20) business days days, after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting latter party is also in default hereunder. (d) If In the event this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a)Licensee, Permittee Manager shall pay Manager for become entitled to reimbursement of all Net Losses net losses incurred under this Agreement and paid by Manager through either (ia) a reduction in the purchase price to be paid to Permittee Licensee by Manager at the Closing of the Option Purchase Agreement or (iib) if there is no Closing of the Option Purchase Agreement, by payment from Permittee within 90 days of termination the proceeds of the Option Agreement. Likewisesale of the Station to a third party, which shall be secured by Licensee at the earliest practicable date after termination by making the Station available for sale in conjunction with the efforts of Manager's principals: provided, that, if closing fails to occur there is no Closing under the Exchange Agreement and Manager's parent company is not in material breach under such Purchase Agreement, Permittee Manager shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination also be entitled to 50% of the Exchange Agreement. For purposes gross amount received from the sale of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II Station in excess of this Agreement$22 million.

Event of Default. (a) The following shall, after the expiration Each of the applicable cure period provided in subsection (b) of this section, following shall constitute an Event of Default"EVENT OF DEFAULT" by Tenant hereunder: (iA) Failure on the breach by either party hereto part of Tenant to pay the Rent or any other sum of money called for herein when due and the continuation of such failure for three (3) business days, without notice or demand; provided, however, Landlord shall provide Tenant, with respect only to the failure to pay Basic Rent, Additional Rent or any other sums or charges under the Lease, two (2) notices of such failure in any twelve month period and Tenant shall have three (3) business days after notice to cure such default with respect to Basic Rent, Additional Rent or any other sums or charges under the observance Lease; (B) Failure on the part of Tenant to observe or performance of perform any material other covenant, condition agreement or undertaking of the Tenant contained herein; or in this Lease, and the continuation of such failure for thirty (ii30) days after notice from Landlord, provided however, if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. such failure cannot be cured within thirty (b30) An Event of Default days, Tenant shall not be deemed to have occurred until twenty in default if, within the thirty (2030) business days after the nondefaulting party has provided the defaulting party with written said notice specifying the event or events thatfrom Landlord, if not cured, would constitute an Event of Default Tenant promptly commences such cure and specifying the action necessary thereafter diligently and continuously works to complete such cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made cure has been completed within ninety (90) days after termination Landlord's original notice of default; (C) If Tenant shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or in any action or proceeding shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal or state bankruptcy, reorganization or debt reduction law, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or substantially all of Tenant's property or of the Exchange Agreement. For purposes Premises; and (D) If within ninety (90) days after the commencement of this Agreementany proceeding against Tenant seeking any reorganization, "Net Losses" means arrangement, composition, readjustment, liquidation, debt adjustment, dissolution or similar relief under any present or future federal or state law, such proceeding shall not have been dismissed; or if, within ninety (90) days after the extent to which appointment, without consent or acquiescence of Tenant, of any trustee, receiver or liquidator of Tenant or of all or substantially all of Tenant's property or of the unreimbursed expenses paid Premises, such appointment shall not have been vacated; or incurred by Manager under this Agreement exceed if, within ninety (90) days after the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II expiration of this Agreementany such stay, such appointment shall not have been vacated.

Event of Default. (a) The following shall, after the expiration Each of the applicable cure period provided in subsection (b) of this section, following occurrences shall constitute an Event of Default under this Agreement and under the Loan Documents (herein called an “Event of Default:”): a. Borrower (iand each Borrower, as the case may be) shall fail to pay any or all of the breach by either party hereto in indebtedness arising out of this Agreement or Loan Documents (the observance or performance “Obligations”) when due or, if payable on demand, on demand and such failure shall continue for a period of any material covenant, condition or undertaking contained hereinfive (5) days after such payment becomes due; or b. Borrower (iiand each Borrower, as the case may be) if shall fail to observe or perform any material representation covenant or warranty agreement binding on Borrower under this Agreement or under any other assignment, conveyance, instrument or agreement now in effect or hereafter made between Borrower and Lead Lender, or under the Loan Documents for a period of thirty (30) days; or c. Borrower (and each Borrower, as the case may be) shall make any representations or warranties in this Agreement or in any such other assignment, conveyance, instrument, agreement, financial statements, reports or certificates heretofore or at any time hereafter submitted by either party or on behalf of Borrower to Lead Lender, and such representations or warranties, shall prove to have been or become false or materially misleading when made; or d. As a result of a default or failure by Borrower, payment of any substantial indebtedness of Borrower (other than the Obligations and other than indebtedness of Borrower to the extent the indebtedness is non-recourse to Borrower) shall be demanded, or the maturity of any substantial indebtedness shall be accelerated, or any precondition or circumstance permitting any creditor of Borrower (acting individually or with the consent of other creditors) to accelerate the maturity of any substantial indebtedness shall have occurred; for this purpose indebtedness shall be deemed substantial if it exceeds $250,000.00; or e. Any Borrower shall become insolvent or shall commit an act of bankruptcy under the United States Bankruptcy Act, or shall file or have filed against it, voluntarily or involuntarily, a petition in bankruptcy or for reorganization or for the adoption of an arrangement or plan under the United States Bankruptcy Act or shall procure or suffer the appointment of a receiver for any material respect. (b) An Event substantial portion of Default its properties, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process or proceeding under any insolvency law or other statute or law providing for the modification or adjustment of the rights of creditors and such petition, receiver, act, process or proceeding shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event dismissed or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made discharged within ninety (90) days after termination days; or f. A garnishment summons or writ of attachment for an amount in excess of $250,000.00 shall have been issued against or served upon Lead Lender or any Participant for the Exchange Agreement. For purposes attachment of any property of Borrower in the Lead Lender’s or such Participant’s possession or any indebtedness owing Borrower; or g. Any Borrower shall have been dissolved, whether voluntarily or by operation of law; or h. Any of Borrower’s gaming licenses, material to this Agreement, "Net Losses" means the extent are revoked or rescinded, lapse, or otherwise are no longer maintained by or available to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this AgreementBorrower.

Event of Default. An "Event of Default" shall be deemed to have occurred upon the occurrence of any of the following: (a) The following shallA material breach of a representation, after the expiration agreement, covenant or other obligation of any of the applicable parties to this Agreement (any such breach is herein referred to as a "Material Breach"); provided, however, that no Event of Default shall be deemed to have occurred unless and until a non-breaching party provides the breaching party with written notice of such Material Breach, describing in reasonable detail the nature of such Material Breach, and (i) the breaching party shall have had an opportunity to cure period provided in subsection such Material Breach (bwhich is capable of being cured) within sixty (60) days after such notice (unless such Material Breach is with respect to a monetary matter, the cure of which requires only the payment of a specified amount of money pursuant to the terms of this sectionAgreement, constitute in which case the breaching party shall have an opportunity to cure within five (5) business days after such notice), (ii) the breaching party does not cure such Material Breach within the applicable time period, or, if such Material Breach, other than a Material Breach relating to a monetary matter, cannot reasonably be cured within sixty days, but is curable, the breaching party does not; (x) undertake to cure such Material Breach within such sixty day period and (y) after such sixty day period, diligently and continuously use all reasonable efforts to cure, and (iii) the notifying party thereafter declares an Event of Default: (i) the breach by either party hereto in the observance or performance . In respect of any material covenant, condition or undertaking contained herein; or clause (ii) if any material representation or warranty made of this Section 4.2, such extended cure period shall continue so long as the parties hereto reasonably agree that the actions being taken by either the breaching party shall prove are reasonably expected to have been or become false or misleading in any material respectcure such Material Breach. (b) An If, at any time within twelve (12) months following the expiration of any cure period provided in Section 4.2(a) above, there shall occur a Material Breach (the "Second Material Breach") and such Second Material Breach is of the same nature as the Material Breach (the "First Material Breach") by the breaching party that gave rise to such cure period, then an Event of Default shall not be deemed to have occurred until twenty (20upon the delivery of notice of such Second Material Breach to the breaching party by the notifying party referred to in Section 4.2(a) business days after the nondefaulting and upon such notifying party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute declaring an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other partyDefault. (c) Upon If there shall occur a "Bankruptcy," as hereinafter defined, of either Party, the occurrence of non-Bankruptcy party may declare an Event of Default, the nondefaulting party may terminate . For purposes of this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee term "Bankruptcy" shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either mean: (i) the entry of a reduction decree or order for relief by a court of competent jurisdiction in the purchase price to any involuntary case under any bankruptcy, insolvency or similar law now or hereafter in effect and such decree or order shall not be paid to Permittee by Manager at the Closing of the Option Agreement vacated, set aside or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made stayed within ninety (90) days after termination its entry, (ii) the entry of a decree or order appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar agent for any substantial part of the Exchange Agreement. For purposes assets or property of this Agreementsuch party and such decree or order shall not be vacated, "Net Losses" means set aside or stayed within ninety (90) days after its entry, (iii) the extent to ordering of the winding up or liquidation of the affairs of a party and such order shall not be vacated, set aside or stayed within one hundred twenty (120) days after its entry, (iv) the filing of a petition in any such involuntary bankruptcy case, which the unreimbursed expenses paid petition remains undismissed for a period of ninety (90) days or incurred by Manager under this Agreement exceed the Account Receivables collected which is not dismissed or generated (and less than 90 days old) by Manager as Management fees suspended pursuant to Article II Section 305 of this AgreementTitle 11 of the United States Code (or any corresponding provision of any future United States Bankruptcy law), (v) the commencement of a voluntary case under any bankruptcy, insolvency or similar law now or hereafter in effect, (vi) the consent to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession of any substantial part of the assets or property by a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar agent, or (vii) the making of any general assignment for the benefit of creditors.

Event of Default. Each of the following events shall constitute an "Event of Default" under this Lease: (a) The following shallTenant fails to pay any rent when due or any payment or reimbursement required hereunder when due, after and in either case such failure continues for a period of five days from the expiration of the applicable cure period provided in subsection date such payment was due. (b) The filing of a petition by or against Tenant or any guarantor of Tenant's obligations hereunder (1) in any bankruptcy or other insolvency proceeding; (2) seeking any relief under any debtor relief Law; (3) for the appointment of a liquidator, receiver, trustee, custodian, or similar official for all or substantially all of Tenant's property or for Tenant's interest in this sectionLease; or (4) for reorganization or modification of Tenant's capital structure (however, if any such petition is filed against Tenant, then the filing of such petition shall not constitute an Event of Default: , unless it is not dismissed within sixty (i60) the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An Event of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other partyfiling thereof). (c) Upon Tenant (1) vacates all or a substantial portion of the occurrence of an Event of Default, Premises or (2) fails to continuously operate its business at the nondefaulting party may terminate this Agreement, unless Premises for the non-defaulting party is also in default hereunderpermitted use set forth herein. (d) If Tenant fails to discharge any lien placed upon the Premises in violation of Section 22 within thirty (30) days after any such lien or encumbrance is filed against the Premises. (e) Tenant fails to comply with any term, provision or covenant of this Agreement is terminated because Lease (other than those listed in this Section 18), and such failure continues for thirty (30) days, or immediately if the failure involves a hazardous condition, after written notice thereof to Tenant. In addition, if Landlord provides Tenant with notice of Tenant's failure to comply with the same specific term, provision or covenant of this Lease on more than two (2) occasions during any 12 month period, Tenant's subsequent violation of the same term, provision or covenant shall, at Landlord's option, be deemed an incurable Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this AgreementTenant.

Event of Default. (a) The following shall, after the expiration of the applicable cure period provided Tenant shall not be deemed to be in subsection (b) of this section, constitute default hereunder unless an “Event of Default,” as hereinafter specified, has occurred. The following shall constitute Events of Default by Tenant hereunder: (i) Failure to pay the breach by either party hereto in the observance Base Rent or performance Additional Rent within ten (10) days after receipt of Landlord’s written notice of such deficiency (a “Financial Default”); provided, however, that Landlord shall not avail itself of any material covenant, condition of the remedies set forth in Section.16(b) (below) on account of a Financial Default for at least twenty (20) days from the date of such Financial Default (i.e. thirty (30) days from Tenant’s receipt of written notice from Landlord that Tenant has failed to timely pay the applicable Base Rent or undertaking contained herein; orAdditional Rent); (ii) if Failure to comply with or perform any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An Event of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of Defaultmaterial terms, the nondefaulting party may terminate this Agreementcovenants, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price conditions or agreements to be paid to Permittee complied with or performed by Manager at the Closing Tenant and continuance of the Option Agreement or such failure for thirty (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (9030) days after termination written notice from Landlord to Tenant, or, if the failure is of such a character as cannot reasonably be cured within thirty (30) days, failure to initiate within said thirty (30) day period such action as reasonably can be taken toward curing the Exchange Agreementsame and/or failure to prosecute such action as promptly as is reasonably practicable after said action is initiated; (iii) Tenant is adjudicated a bankrupt in a proceeding against it or a receiver for Tenant or for all or a substantial pan of its property is appointed, or a court order is entered approving a petition seeking reorganization or an arrangement under the Bankruptcy Code, and any such adjudication, appointment or order is not vacated. For purposes set aside or otherwise terminated or stayed within sixty (60) days from the date of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementits entry.

Event of Default. 15.1 Tenant shall be in default under this Lease if: 15.1.1 Tenant shall fail to make any payment of Minimum Rent, Operating Expenses, any additional rent payable hereunder, or any other monetary obligation required of Tenant under this Lease (aincluding, without limitation, restoration of any security deposit as required under this Lease) The following shall, and such failure shall continue for three (3) days after the expiration Tenant's receipt of the applicable cure period written notice from Landlord that said rent or monetary obligation is due and payable as provided in subsection (b) of this section, constitute an Event of Default: (i) the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained hereinLease; or 15.1.2 Tenant shall neglect or fail to perform or observe any of the covenants herein contained on Tenant's part to be performed or observed, and Tenant shall fail to remedy the same within thirty (ii30) days after Landlord shall have given to Tenant written notice specifying such neglect or failure (provided, however, that if the performance or observance of any material representation or warranty made by either party shall prove such covenant reasonably requires more than thirty (30) days to have been or become false or misleading in any material respect. (b) An Event of Default perform, Tenant shall not be deemed in default under this Lease as a result of its failure to have occurred until twenty perform or observe any such covenant within such (2030) business day period so long as Tenant has commenced the actions necessary to perform or observe such covenant within such thirty (30) day period, and is diligently pursuing such cure to completion); or 15.1.3 Tenant shall abandon the Premises and such abandonment shall continue for a period of fourteen (14) consecutive days after during which Minimum Rent for the nondefaulting party Premises has provided the defaulting party with written notice specifying remained unpaid. 15.2 In the event of any default by Tenant, and without any further notice or events thatdemand, if not curedLandlord shall have the right at Landlord's election, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of then or at any time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse thereafter, to: 15.2.1 Terminate this Lease, which shall terminate Tenant's right to the other party. (c) Upon the occurrence of an Event of Defaultuse, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement occupancy and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing possession of the Option Agreement or (ii) if there is no Closing Premises, and Tenant shall immediately surrender possession of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails Premises to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreement.Landlord; or

Event of Default. (a) The following shall, after the expiration Each of the applicable cure period provided in subsection (b) of this section, following events shall constitute an event of default hereunder (an “Event of Default:”): (i) if (A) any Monthly Debt Service Payment Amount is not paid on or before the breach by either party hereto date it is due, (B) the Debt is not paid in full on the Maturity Date, or (C) any other portion of the Debt not specified in the observance foregoing clause (A) or performance of (B) or any material covenantother amount payable to Lender pursuant to the Loan Documents is not paid on or prior to the date when the same is due; provided, condition or undertaking contained herein; orthat with respect to clause (C) only, such failure is continuing for five (5) Business Days after Lender delivers notice thereof to Borrower, subject to Section 2.6.3 hereof; (ii) if any material of the Taxes or Other Charges are not paid prior to the date on which any penalties or interest would be due; provided, however, that Mortgage Lender’s failure to timely pay the Taxes or Other Charges from the applicable Mortgage Loan Cash Management Account shall not constitute an Event of Default if sufficient funds collected pursuant to Section 7.2 of the Mortgage Loan Agreement are available in such account to pay such Taxes or Other Charges when due and Mortgage Lender fails to apply same when required to do so in accordance with the Mortgage Loan Agreement; (iii) if the Policies are not kept in full force and effect, or if certified copies of the Policies are not delivered to Lender upon request (other than the Policies with respect to a Condominium held by and in favor of a Condominium or its Board, and not Mortgage Borrower or Operating Lessee, so long as Borrower or Equity Owner (as applicable) have caused Mortgage Borrower or Operating Lessee (as applicable) to diligently use commercially reasonable efforts to obtain such Policies); provided, however, that Mortgage Lender’s failure to timely pay the Insurance Premiums from the applicable Mortgage Loan Cash Management Account shall not constitute an Event of Default if sufficient funds collected pursuant to Section 7.2 of the Mortgage Loan Agreement are available in such account to pay such Insurance Premiums when due and Mortgage Lender fails to apply same when required to do so in accordance with the Mortgage Loan Agreement; (iv) if Borrower or Equity Owner Transfers or otherwise encumbers any portion of any Collateral without Lender’s prior written consent (to the extent required herein) in violation of the provisions of this Agreement or the Pledge Agreement; (v) if any representation or warranty made by either party Borrower, Equity Owner, Mortgage Borrower, Operating Lessee, Operating Lessee Pledgor or Guarantor herein or in any other Loan Document, or made by Borrower, Equity Owner, Mortgage Borrower, Operating Lessee, Operating Lessee Pledgor or Guarantor in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender by Borrower, Equity Owner, Mortgage Borrower, Operating Lessee, Operating Lessee Pledgor or Guarantor shall prove to have been or become false or misleading in any material respect. (b) An Event respect as of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has date the representation or warranty was made, provided the defaulting party with written notice specifying the event or events that, if not to the extent that Lender reasonably determines that any such false or misleading representation or warranty was inadvertent, is non-recurring, and is capable of being cured, would then the foregoing shall only constitute an Event of Default if such Person does not cure such false or misleading representation or warranty within thirty (30) days following the date on which Borrower receives notice of such false or misleading representation or warranty from Lender; (vi) if Borrower, Equity Owner, Mortgage Borrower, Operating Lessee, Operating Lessee Pledgor or Guarantor shall (i) make an assignment for the benefit of creditors or (ii) generally not pay its debts as they become due; (vii) if a receiver, liquidator or trustee shall be appointed for Borrower, Equity Owner, Mortgage Borrower, Operating Lessee, Operating Lessee Pledgor or Guarantor shall be adjudicated as bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower, Equity Owner, Mortgage Borrower, Operating Lessee, Operating Lessee Pledgor or Guarantor, or if any proceeding for the dissolution or liquidation of Borrower, Equity Owner, Mortgage Borrower, Operating Lessee, Operating Lessee Pledgor or Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and specifying not consented to by Borrower, Equity Owner, Mortgage Borrower, Operating Lessee, Operating Lessee Pledgor or Guarantor, as applicable, upon the action necessary same not being discharged, stayed or dismissed within ninety (90) days; (viii) if Borrower, Equity Owner, Mortgage Borrower, Operating Lessee, Operating Lessee Pledgor or Guarantor attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents; (ix) intentionally omitted; (x) if Borrower or Equity Owner breaches any of its respective negative covenants contained in Section 5.2 hereof in any material respect unless Borrower or Equity Owner (as applicable) promptly corrects such breach within ten (10) Business Days (or such longer period as is expressly provided for in this Agreement) after the earlier of (i) receipt of notice from Lender thereof and (ii) Borrower or Equity Owner (as applicable) gaining knowledge of such breach, or breaches any representation, warranty or covenant contained in Section 4.1.30 hereof, unless (A) such breach is immaterial, inadvertent and non-recurring and (B) such violation or failure to comply does not materially increase the likelihood of substantive consolidation between Borrower or Equity Owner (as applicable) and any other entity and such violation or failure is both susceptible of cure and is promptly corrected by Borrower or Equity Owner (as applicable) within thirty (30) days after such breach occurs; (xi) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if Borrower or Equity Owner shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period; (xii) intentionally omitted; (xiii) if a material default has occurred and continues beyond any applicable cure period under the Management Agreement (or any Replacement Management Agreement) and if such default permits the Manager thereunder to terminate or cancel the Management Agreement (or any Replacement Management Agreement) to the extent Borrower, Equity Owner, Operating Lessee Pledgor, Mortgage Borrower or Operating Lessee (as applicable) receives notice of such default and fails to promptly cure such default within ten (10) Business Days thereafter, and Mortgage Borrower or Operating Lessee (as applicable) fails to enter into a Replacement Management Agreement in accordance with the applicable terms and conditions of this Agreement prior to the effective termination date of the Management Agreement by Manager; (xiv) if Borrower or Equity Owner fails to comply with the covenants as to Prescribed Laws set forth in Section 5.1.1 hereof; (xv) Borrower shall fail to obtain and/or maintain the Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement, as applicable, as required pursuant to Section 2.2.8 hereof; (xvi) if Borrower or Equity Owner shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement or any other Loan Document not specified in this Section 8.1(a), for ten (10) days after notice to Borrower or Equity Owner (as applicable) from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Borrower or Equity Owner shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the Event of Default within same, such period. This thirty (30) day period may shall be extended for a reasonable such time as is reasonably necessary for Borrower or Equity Owner in the exercise of due diligence to cure such Default, such additional period not to exceed ninety (90) days; (xvii) if there shall be default under any of time the other Loan Documents beyond any applicable cure periods contained in such documents, whether as to Borrower, Equity Owner, the Collateral or any Individual Property, or if any other such event shall occur or condition shall exist, if the defaulting party effect of such event or condition is acting to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt; (xviii) if Borrower or Equity Owner shall continue to be in Default under any of the terms, covenants or conditions of Section 9.1 hereof, or fails to cooperate with Lender in connection with a Securitization pursuant to the provisions of Section 9.1 hereof, each for five (5) Business Days after notice to Borrower or Equity Owner (as applicable) from Lender; (xix) if an ERISA Event shall have occurred that, when taken together with all other such ERISA Events, is reasonably likely to result in a Material Adverse Effect; (xx) if, without Lender’s consent, any liquor license, hotel license, and/or other material Permit reasonably required for the operation of the Viceroy Property as it is operated as of the Closing Date, and the lack of which would result in a Material Adverse Effect for the Viceroy Property, ceases to be in full force and effect and, in each instance, such failure shall continue for thirty (30) days following notice to Borrower, Mortgage Borrower or Operating Lessee; (xxi) intentionally omitted; (xxii) if Mortgage Borrower, Operating Lessee or the Viceroy Manager fails to make any required contributions related to employees covered by the CBA Multiemployer Plans after Mortgage Borrower, Operating Lessee and/or the Viceroy Manager is notified in writing of a failure to make any required contributions related to employees covered by the CBA Multiemployer Plans and Mortgage Borrower, Operating Lessee and/or the Viceroy Manager fails to cure any deficiency or contest the same within sixty (60) days of such notice and Lender reasonably determines that such failure to make such required contribution would result in a Material Adverse Effect; (xxiii) if (A) a default has occurred and continues beyond any applicable cure period under the Operating Lease, (B) the Operating Lease is amended, modified or terminated in violation of the terms of this Agreement or (C) Mortgage Borrower fails to enforce any of the terms and provisions of the Operating Lease; (xxiv) if (A) any Mortgage Borrower shall fail to pay before the expiration of any applicable notice and grace periods, any Common Charge or any other charges, fees, assessments or other amounts imposed upon any Mortgage Borrower under the Condominium Documents, or (B) any Mortgage Borrower shall amend or consent to the amendment of any of the Condominium Documents to the extent Mortgage Borrower has the right to vote thereon without Lender’s consent in contravention of this Agreement or the Mortgage Loan Agreement, or (C) any Mortgage Borrower shall otherwise be in material default under any material term, covenant or condition of the Condominium Documents which material default remains uncured beyond the expiration of the applicable grace or cure period, if any, and which would otherwise have a Material Adverse Effect on the Property; (xxv) if (A) a breach or default by Mortgage Borrower under any obligation contained in the Ground Lease is not cured within any applicable cure period provided therein, (B) there occurs any event or condition that gives the Ground Lessor a right to terminate or cancel the Ground Lease, or (C) the Viceroy Property shall be surrendered or the Ground Lease shall be terminated or cancelled for any reason or under any circumstances whatsoever, or (D) any of the terms, covenants or conditions of the Ground Lease shall in any manner be modified, changed, supplemented, altered, or amended without the prior written consent of Lender; (xxvi) if (A) a breach or default by Mortgage Borrower under any obligation contained in the Master Lease is not cured within any applicable cure period provided therein, (B) there occurs any event or condition that gives the Master Lessor a right to terminate or cancel the Master Lease, or (C) the 3▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Property shall be surrendered or the Master Lease shall be terminated or cancelled for any reason or under any circumstances whatsoever, or (D) any of the terms, covenants or conditions of the Master Lease shall in any manner be modified, changed, supplemented, altered, or amended without the prior written consent of Lender; (xxvii) if Mortgage Borrower fails to cure comply with the default and such default is not materially adverse covenants as to the withdrawal and use of the WWP Fund as set forth in Section 5.2.13 hereof and Section 5.2.13 and Section 7.9.2 of the Mortgage Loan Agreement; or (xxviii) if a Mortgage Loan Event of Default shall have occurred and is continuing (provided, however, that the cure by Mortgage Borrower of one Mortgage Loan Event of Default shall not constitute or be deemed a cure by Mortgage Borrower or waiver by Lender of any other partyMortgage Loan Event of Default). (cb) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. Default (d) If this Agreement is terminated because of other than an Event of Default by Permittee as defined described in Section 4.1(aclauses (vi), Permittee shall pay Manager for all Net Losses incurred under (vii) or (viii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and paid by Manager through either (i) a reduction the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and Equity Owner and in and to any or all of the Collateral, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the purchase price to be paid to Permittee by Manager at the Closing Loan Documents against Borrower, Equity Owner and any or all of the Option Agreement Collateral, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi), (vii) or (iiviii) if there is no Closing above, the Debt and all other obligations of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur Borrower and Equity Owner hereunder and under the Exchange Agreement other Loan Documents shall immediately and Manager's parent company is not automatically become due and payable, without notice or demand, and each of Borrower and Equity Owner hereby expressly waives any such notice or demand, anything contained herein or in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of any other Loan Document to the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementcontrary notwithstanding.

Event of Default. (a) The following shallNothing contained herein shall impair, after as between the expiration Company and the Holders of Securities of each series, the obligation of the Company, which is absolute and unconditional, to pay to such Holders the principal of and any premium and interest on such Securities as and when the same shall become due and payable in accordance with their terms or prevent the Trustee or any Holder from exercising all rights, powers and remedies otherwise permitted by applicable cure period provided in subsection (b) of this section, constitute an Event of Default: (i) the breach by either party hereto in the observance law or performance of any material covenant, condition hereunder upon a default or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An Event of Default hereunder, all subject to the rights of the holders of the Senior Indebtedness to receive cash, securities or other property otherwise payable or deliverable to the Holders. Senior Indebtedness shall not be deemed to have occurred been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of such Senior Indebtedness then outstanding. Upon the payment in full of all Senior Indebtedness, the Holders of Securities of each series shall be subrogated to all rights of any holders of Senior Indebtedness to receive any further payments or distributions applicable to the Senior Indebtedness until twenty (20) business days after the nondefaulting party has provided indebtedness evidenced by the defaulting party Securities of such series shall have been paid in full, and such payments or distributions received by such Holders, by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the holders of Senior Indebtedness, shall, as between the Company and its creditors other than the holders of Senior Indebtedness, on the one hand, and such Holders, on the other hand, be deemed to be a payment by the Company on account of Senior Indebtedness, and not on account of the Securities of such series. The provisions of this Section 1501 shall not impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Company, otherwise ranking on a parity with the Securities or ranking junior to the Securities, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or ranking junior to the Securities. Section 1502 Reliance on Certificate of Liquidating Agent; Further Evidence as to Ownership of Senior Indebtedness. Upon any payment or distribution of assets of the Company, the Trustee and the Holders shall be entitled to rely upon an order or decree issued by any court of competent jurisdiction in which such dissolution or winding-up or liquidation or reorganization proceedings are pending or upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors or other Person making such payment or distribution, delivered to the Trustee or to the Holders, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fifteen. In the absence of any such bankruptcy trustee, receiver, assignee or other Person, the Trustee shall be entitled to rely upon a written notice specifying by a Person representing himself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of Senior Indebtedness (or is such a trustee or representative). If the event or events thatTrustee determines, if not curedin good faith, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party that further evidence is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse required with respect to the other party. (c) Upon the occurrence right of an Event any Person as a holder of DefaultSenior Indebtedness to participate in any payment or distribution pursuant to this Article Fifteen, the nondefaulting party Trustee may terminate this Agreement, unless request such Person to furnish evidence to the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing reasonable satisfaction of the Option Agreement or (ii) if there is no Closing Trustee as to the amount of the Option AgreementSenior Indebtedness held by such Person, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails as to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which such Person is entitled to participate in such payment or distribution, and as to other facts pertinent to the unreimbursed expenses paid or incurred by Manager rights of such Person under this Agreement exceed Article Fifteen, and if such evidence is not furnished, the Account Receivables collected or generated (and less than 90 days old) by Manager Trustee may defer any payment to such Person pending judicial determination as Management fees pursuant to Article II the right of this Agreementsuch Person to receive such payment.

Event of Default. At the option of Landlord, Tenant shall be in default of this Lease and an event of default shall be deemed to have occurred, if and whenever: (a) The following shall, after the expiration Part or all of the applicable cure period provided in subsection (b) of this section, constitute an Event of Default: (i) the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained hereinRent hereby reserved is not paid when due; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An Event Any goods, chattels, security deposit or equipment of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event Tenant is taken or events that, eligible in execution or in attachment or if not cured, would constitute an Event a writ of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party execution is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party.issued against Tenant; or (c) Upon Tenant becomes insolvent or commits an act of bankruptcy or becomes bankrupt or takes the occurrence benefit of an Event of Default, the nondefaulting party any statute that may terminate this Agreement, unless the nonbe in force for bankrupt or Insolvent debtors or becomes involved in voluntary or involuntary winding-defaulting party is also in default hereunder.up proceedings; or (d) If this Agreement is terminated because a receiver shall be appointed for the business, property, affairs or revenues of an Event Tenant; or (e) Tenant fails to observe, perform and keep each and every one of Default the covenants, agreements, provisions, stipulations and conditions herein contained to be observed, performed and kept by Permittee as defined Tenant (other than payment of Rent) and persists in Section 4.1(a)such failure after ten (10) days notice by Landlord requiring that Tenant remedy, Permittee shall pay Manager correct, desist or comply, or if any such breach would reasonably require more than ten (10) days to rectify, unless Tenant commences rectification within the 10-day notice period and cures the subject failure within thirty (30) days from the date of notice; or (f) Tenant abandons the Premises or any portion thereof; or (g) Tenant does or permits anything to be done which creates a lien upon the Premises, and fails to cause the lien to be removed within thirty (30) days; or (h) An assignment by Tenant for all Net Losses incurred under this Agreement and paid by Manager through either the benefit of creditors; or (i) a reduction in the purchase price Any financial statement or any representation given to Landlord by Tenant, or any assignee, sublessee, other transferee or successor of Tenant or any guarantor of this Lease, proves to be paid materially false or misleading; or (j) Failure to Permittee by Manager at pay the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not fee provided for in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days Section 21.14 after giving Landlord a termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementnotice.

Event of Default. Each of the following shall be an "Event of Default": (a) The following shallCompany shall fail to pay any amount payable pursuant to this Lease on the date on which such payment is due and payable; or (b) The Sublessee shall fail to pay any amount payable pursuant to the Sublease on the date on which such payment is due and payable; or (c) The Company shall fail to observe and perform any agreement, term or condition contained in the Lease other than as required pursuant to subsection (a) above, and such failure continues for a period of thirty (30) days after notice of such failure is given to the expiration Company by the Director, or for such longer period as the Director may agree to in writing; provided, that if the failure is of such nature that it can be corrected but not within the applicable cure period, such failure shall not constitute an Event of Default so long as the Lessee institutes curative action within the applicable period provided and diligently pursues such action to completion; or (d) The Sublessee shall fail to observe and perform any agreement, term or condition contained in the Sublease other than as required pursuant to subsection (b) above, and such failure continues for a period of this sectionthirty (30) days after notice of such failure is given to the Sublessee by the Director, or for such longer period as the Director may agree to in writing; provided, that if the failure is of such nature that it can be corrected but not within the applicable period, such failure shall not constitute an Event of Default: (i) Default so long as the breach by either party hereto in Sublessee institutes curative action within the observance or performance of any material covenant, condition or undertaking contained hereinapplicable period and diligently pursues such action to completion; or (iie) if any material Any representation or warranty made by either party the Company (or any of its officers) herein or in any, Lease Approval Document or in connection herewith or therewith shall prove to have been or become false or misleading incorrect in any material respect.respect when made; or (bf) An Event Any representation or warranty made by the Sublessee (or any of Default its officers) in any Lease Approval Document or in connection therewith shall not be deemed prove to have occurred until twenty been incorrect in any material respect when made; or (20g) business The Company shall fail to pay any indebtedness of the Company, or any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, by acceleration, on demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such indebtedness; or any other default under any agreement or instrument relating to any such indebtedness, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such indebtedness; or any such indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or (h) The Sublessee shall fail to pay any indebtedness of the Sublessee, or any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, by acceleration, on demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such indebtedness; or any other default under any agreement or instrument relating to any such indebtedness, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such indebtedness; or any such indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the Stated maturity thereof; or (i) The Company commences a voluntary case concerning it under titles of the United States Code entitled "Bankruptcy", as now, or hereafter in effect, or any successor thereto (the "Bankruptcy Code"); or an involuntary case is commenced against the Company under the Bankruptcy Code and relief is ordered against the Company, or the petition is controverted but is not dismissed within sixty (60) days after the nondefaulting party has provided commencement of the defaulting party with written notice specifying case; or the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default Company is not materially adverse to the other party. generally paying its debts as such debts become due; or a custodian (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(athe Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of the Company; or the Company commences any other proceeding under any reorganization, arrangement, readjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect; or there is commenced against the Company any such proceeding which remains undismissed for a period of sixty (60) days; or the Company is adjudicated insolvent or bankrupt; or the Company fails to controvert in a timely manner any such case under the Bankruptcy Code or any such proceeding or any order of relief or other order approving any such case or proceeding or the appointment of any custodian or the like of or for it or any substantial part of its property or suffers any such appointment to continue undischarged or unstayed for a period of sixty (60) days; or the Company makes a general assignment for the benefit of creditors; or any action is taken by the Company for the purpose of effecting any of the foregoing; or a receiver or trustee or any other officer or representative of the court or of creditors, or any court, governmental officer or agency, shall under color of legal authority, take and hold possession of any substantial part of the property or assets of the Company for a period in excess of sixty (60) days; or (j) The Sublessee commences a voluntary case concerning it under titles of the United States Code entitled "Bankruptcy", as now, or hereafter in effect, or any successor thereto (the "Bankruptcy Code"); or an involuntary case is commenced against the Sublessee under the Bankruptcy Code and relief is ordered against the Sublessee, Permittee or the petition is controverted but is not dismissed within sixty (60) days after the commencement of the case; or the Sublessee is not generally paying its debts as such debts become due; or a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of the Sublessee; or the Sublessee commences any other proceeding under any reorganization, arrangement, readjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect; or there is commenced against the Sublessee any such proceeding which remain undismissed for a period of sixty (60) days; or the Sublessee is adjudicated insolvent or bankrupt; or the Sublessee fails to controvert in a timely manner any such case under the Bankruptcy Code or any such proceeding or any order of relief or other order approving any such case or proceeding or the appointment of any custodian or the like of or for it or any substantial part of its property or suffers any such appointment to continue undischarged or unstayed for a period of sixty (60) days; or the Sublessee makes a general assignment for the benefit of creditors; or any action is taken by the Sublessee for the purpose of effecting any of the foregoing; or a receiver or trustee or any other officer or representative of the court or of creditors, or any court, governmental officer or agency, shall pay Manager under color of legal authority, take and hold possession of any substantial part of the property or assets of the Sublessee for all Net Losses incurred under this Agreement a period in excess of sixty (60) days; or (k) A judgment or order for the payment of money in excess of Ten Thousand Dollars ($10,000) shall be rendered against the Company and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee enforcement proceedings shall have been commenced by Manager at the Closing of the Option Agreement any creditor upon such judgment or order or (ii) if there is no Closing shall be any period of the Option Agreementthirty (30) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or (l) A judgment or order for the payment from Permittee within 90 of money in excess of Ten Thousand Dollars ($10,000) shall be rendered against the Sublessee and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of thirty (30) consecutive days during which a stay of termination enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or (m) Any default under the Option Agreement. Likewise, if closing Guaranty shall have occurred and be continuing; or (n) The Company fails to occur meet its minimum funding requirements under Section 301 et seq. of ERISA, with respect to any of its Plans; or (o) The Sublessee fails to meet its minimum funding requirements under Section 301 et seq. of ERISA, with respect to any of its Plans; or (p) The Company waives, suffers or consents to any "Event of Default" under the Exchange Agreement and Manager's parent company Sublease as such term is not in material breach defined therein; or (q) Any "Event of Default" under the Sublease as such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementterm is defined therein.

Event of Default. (a) The following shall, after the expiration Each of the applicable cure period provided in subsection (b) of this section, following events shall constitute an event of default hereunder (an “Event of Default:”): (i) if any portion of the breach by either party hereto Debt is not paid when due with, other than with respect to any Monthly Debt Service Payment Amount and any failure to repay the Debt on the Maturity Date, such failure continuing for five (5) Business Days after written notice that the same is due and payable; provided, that, such notice shall not be provided more than two (2) times during the term of the Loan; provided, further, that it shall not be an Event of Default if (x) sums sufficient to pay the Monthly Debt Service Payment Amount, fund the required deposits into the Reserve Funds or make such other payments are on deposit in the observance Cash Management Account prior to the applicable due date and Lender, Senior Lender or performance Servicer failed to apply such sums when required hereunder or under the Senior Loan Agreement, as applicable, (y) Lender’s or Senior Lender’s access to such sums was not restricted or constrained in any manner and (z) no other Event of any material covenant, condition or undertaking contained herein; orDefault is then continuing; (ii) if any material of the Taxes or Other Charges are not paid before the same become delinquent, other than those being contested by Borrower or Senior Borrower in accordance with Section 5.1.2; provided, however, that it shall not be an Event of Default if (x) sums sufficient to pay such Taxes or Other Charges are on deposit in the Tax and Escrow Fund and Lender, Senior Lender or Servicer failed to apply such sums when required hereunder or under the Senior Loan Agreement (y) ▇▇▇▇▇▇’s or Senior ▇▇▇▇▇▇’s access to such sums was not restricted or constrained in any manner and (z) no other Event of Default is then continuing; (iii) if (A) the Insurance Policies are not kept in full force and effect; provided, however, that it shall not be an Event of Default if (x) sums sufficient to pay the Premiums for such Insurance Policies are on deposit in the Tax and Insurance Escrow Fund and Lender, Senior Lender or Servicer failed to apply such sums when required hereunder, (y) Lender’s or Senior Lender’s access to such sums was not restricted or constrained in any manner and (z) no other Event of Default is then continuing, or (B) certificates evidencing the Insurance Policies are not delivered to Lender and Senior Lender upon within five (5) Business Days following written request therefor; (iv) if Borrower or Senior Borrower Transfers or otherwise encumbers any portion of the Collateral or any Individual Property without Lender’s prior written consent in violation of the provisions of this Agreement or Article 6 of the applicable Mortgage; (v) if any representation or warranty made by either party Borrower herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender shall prove to have been or become false or misleading in any material respect. respect as of the date the representation or warranty was made; provided, however, that if such misrepresentation (bA) An was inadvertent and non- recurring, and (B) is susceptible of being cured, then the same shall be an Event of Default hereunder only if the same is not cured within thirty (30) days after written notice to ▇▇▇▇▇▇▇▇ from Lender; (vi) if a Bankruptcy Action occurs with respect to any Borrower Party or any Borrower Party shall make an assignment for the benefit of creditors; provided, however, that if (A) such Bankruptcy Action consists solely of (1) the filing of an involuntary petition against any Borrower Party or (2) an application for, or commencement of any process seeking, the appointment of a custodian, receiver, trustee, sequestrator, conservator, liquidator, or examiner or similar person for such Person or any portion of any Individual Property or the Collateral and (B) no Borrower Party sought, applied for, colluded with respect to, consented to, acquiesced to, approved, or joined in such involuntary petition or application, an Event of Default under this clause (vi) shall arise only upon (x) entry of an order for relief or other comparable order or decree granting such involuntary petition or (y) the same not being discharged, stayed or dismissed within ninety (90) days; (vii) intentionally omitted; (viii) if Borrower assigns its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents; (ix) if a Bankruptcy Action occurs with respect to Guarantor or Guarantor shall make an assignment for the benefit of creditors; provided, however, that if (A) such Bankruptcy Action consists solely of (1) the filing of an involuntary petition against such Guarantor or such other guarantor or indemnitor or (2) an application for, or commencement of any process seeking, the appointment of a custodian, receiver, trustee, sequestrator, conservator, liquidator, or examiner or similar person for such Guarantor or such other guarantor or indemnitor or any portion of its property and (B) neither such Guarantor nor any Borrower Party sought, applied for, colluded with respect to, consented to, acquiesced to, approved, or joined in such involuntary petition or application, an Event of Default under this clause (ix) shall arise only upon (x) entry of an order for relief or other comparable order or decree granting such involuntary petition or (y) the same not being discharged, stayed or dismissed within ninety (90) days; provided, further, however, it shall be at Lender’s option to determine whether any of the foregoing shall be an Event of Default; (x) if Borrower breaches any covenant contained in Section 4.1.30 hereof; provided, that such breach shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default if (A) such breach is curable and specifying was inadvertent and non-recurring, (B) Borrower shall promptly cure such breach within thirty (30) days after earlier to occur of (x) notice from Lender or (y) the action necessary to cure the Event date Borrower becomes aware of Default such breach, and (C) if requested by Lender, within such period. This period may be extended for a reasonable period thirty (30) days of time if the defaulting party is acting in request by ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ delivers to cure the default and such default is not materially adverse Lender, an Additional Insolvency Opinion to the other party.effect that such breach shall not in any material respect impair, negate or amend the opinions rendered in the Insolvency Opinion or the Additional Insolvency Opinion most recently delivered to Lender, which opinion shall be acceptable to Lender in its reasonable discretion; (cxi) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder.intentionally omitted; (dxii) If this Agreement if any of the assumptions contained in the Insolvency Opinion delivered to Lender in connection with the Loan, or in any Additional Insolvency Opinion delivered subsequent to the closing of the Loan, is terminated because of or shall become untrue; provided, that such breach shall not constitute an Event of Default by Permittee as defined in Section 4.1(a)if (A) such breach is curable and was inadvertent and non-recurring, Permittee (B) Borrower shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either promptly cure such breach within thirty (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (9030) days after termination earlier to occur of (x) notice from Lender or (y) the date Borrower becomes aware of such breach, and (C) if requested by ▇▇▇▇▇▇, within thirty (30) days of request by ▇▇▇▇▇▇, Borrower delivers to Lender, an Additional Insolvency Opinion to the effect that such breach shall not in any material respect impair, negate or amend the opinions rendered in the Insolvency Opinion or the Additional Insolvency Opinion most recently delivered to Lender, which opinion shall be acceptable to Lender in its reasonable discretion; (xiii) if a material default has occurred by Senior Borrower and continues beyond any applicable cure period under the Management Agreement (or any Replacement Management Agreement) and the Manager thereunder terminates or cancels the Management Agreement (or any Replacement Management Agreement) unless the applicable Individual Senior Borrower (or applicable Tenant) elects to self-manage and the same is permitted by the terms of the Exchange Agreement. For purposes applicable Lease(s) or the terminated Management Agreement is replaced with a Replacement Management Agreement within sixty (60) days after such termination; (xiv) if Borrower shall continue to be in Default under any of this Agreementthe terms, "Net Losses" means covenants or conditions of Sections 9.1 or 9.2 hereof, or fails to cooperate with Lender in connection with a bifurcation, assignment or participation of the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees Loan pursuant to Article II the provisions of this Agreement.Section 9.1 or 9.2 hereof, as applicable, for three (3) days after notice to Borrower from Lender;

Event of Default. (a) The following shall, after the expiration occurrence of any one or more of the applicable cure period provided in subsection following events shall constitute a default (b) of this section, constitute an “Event of Default”) hereunder by Tenant: (i) The vacation or abandonment of the breach Premises by either party hereto Tenant without paying Rent. Abandonment is herein defined as any absence by Tenant from the Premises for five (5) business days or longer while in the observance or performance default of any material covenantprovision of this Lease (provided that such period shall be extended to sixty (60) days if Tenant has executed a valid sublease in accordance with the terms hereof, condition or undertaking contained herein; orand has moved out of the Premises but the subtenant has not yet moved in, in which case such subtenant shall have sixty (60) days to do so before a default occurs under this clause (i)). (ii) if The failure by Tenant to make any material representation payment of Rent or warranty Additional Rent or any other payment required to be made by either party shall prove to have been or become false or misleading in any material respectTenant hereunder, as and when due. (biii) An Event The failure by Tenant to observe or perform any of Default shall not the express or implied covenants or provisions of this Lease to be deemed to have occurred until twenty observed or performed by Tenant, within thirty (2030) business days after the nondefaulting party has occurrence of such failure, provided that Tenant commences such cure within five (5) days of such failure, or Tenant’s failure at any time during said thirty (30) day period to diligently pursue the defaulting party with written notice specifying the event remedies or events that, if not cured, would constitute an Event of Default and specifying the action steps necessary to cure the Event of Default within or correct such failure, other than as specified in Article 23.1(i) or (ii); Article 24; Article 25 and Article 26, for which Tenant shall not have any cure period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c1) Upon The making by Tenant of any general assignment for the occurrence benefit of an Event creditors; (2) the filing by or against Tenant of Defaulta petition to have 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 Tenant, the nondefaulting party may terminate this Agreement, unless the non-defaulting party same is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made dismissed within ninety (90) days after termination days); (3) the appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets located at the Exchange Agreement. For purposes Premises or of Tenant’s interest in this AgreementLease, "Net Losses" means where possession is not restored to Tenant within ninety (90) days; or (4) the extent attachment, execution or other judicial seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease where such seizure is not discharged within thirty days. (v) The making of any material misrepresentation or omission by Tenant or any successor in interest of Tenant in any materials delivered by or on behalf of Tenant to which the unreimbursed expenses paid Landlord or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees Landlord’s lender pursuant to Article II of this AgreementLease.

Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an "Event of Default"): (a) The following shallif any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, after the expiration of the applicable cure period provided in subsection or if Lessee renders any materially false statement or account when made; (b) if any Rental or other Monetary Obligation due under this Lease is not paid within three (3) days after written notice of this sectionfailure to pay the same; provided, however, that Lessor shall only be obligated to provide such written notice, and the three (3) day cure period shall only be available, once in any twelve (12) month period; provided, further, that any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default:Default hereunder so long as the same is corrected within two (2) Business Days of the date Lessee receives notice thereof; (ic) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the breach by either party hereto failure of which to pay will result in the observance imposition of a lien against the Property and Lessee fails to pay, bond over or performance otherwise cure such a lien within ten (10) Business Days; (d) subject to Lessee's rights and obligations pursuant to Section 8.01(b), Article VII and Article XI, if Lessee (or its permitted subtenant, as applicable) vacates or abandons the Property; (e) if there is an Insolvency Event affecting Lessee; (f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any material covenantMonetary Obligation, condition does not place the Property or undertaking contained any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein; or , unless and until Lessor shall have given Lessee notice thereof and a period of thirty (ii30) if any material representation days shall have elapsed, during which period Lessee may correct or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An cure such failure, upon failure of which an Event of Default shall not be deemed to have occurred until twenty hereunder without further notice or demand of any kind being required; provided, however, if such failure cannot reasonably be cured within such thirty (2030)-day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)-day period, which shall in no event exceed ninety (90) business days after the nondefaulting party has provided the defaulting party with written receiving notice specifying the event of such failure from Lessor. If Lessee shall fail to correct or events thatcure such failure within such ninety (90)-day period, if not cured, would constitute an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required; (g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to discharged or provision made for such discharge within ninety (90) days from the other party.date of entry thereof; (ch) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder.if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction if the estate or interest of Lessee in the purchase price Property shall be levied upon or attached in any proceeding and such estate or interest is about to be paid to Permittee by Manager at the Closing of the Option Agreement sold or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is transferred or such process shall not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made be vacated or discharged within ninety (90) days after termination it is made; or (j) if there is an "Event of Default" or other breach or default by Lessee under any of the Exchange Agreement. For purposes other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this AgreementLease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an "Net LossesEvent of Default" means the extent to which the unreimbursed expenses paid or incurred by Manager under such Other Agreement shall not constitute an Event of Default under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this AgreementLease.

Event of Default. (a) The following shall, after word "default" and the expiration phrase "event of default," wherever used in this Mortgage and Security Agreement shall mean and include any one or more of the applicable cure period provided in subsection (b) of this section, constitute an Event of Defaultfollowing events: (i) 2.1.1 Failure by the breach Mortgagor to pay, within 7 days after Mortgagee has provided Mortgagor with written notice that such payments are due, any installments of principal or interest or any required deposits for insurance premiums, taxes, assessments and other similar charges, or any other portion of the indebtedness secured hereby; or 2.1.2 Failure by either party hereto in the observance or performance of Mortgagor to duly keep, observe and perform any material other covenant, condition or undertaking contained hereinagreement of this Mortgage and Security Agreement to be kept or performed by the Mortgagor after written notice of such failure from Mortgagee and same is not cured by Mortgagor within 30 days of the notice, provided that to the extent such default is not capable of cure within 30 days, Mortgagor shall have a further period of days to cure such default, so long as Mortgagor has commenced remedial action within the initial 30 day period; or (ii) if 2.1.3 Failure by Mortgagor duly to observe or perform any material representation term, covenant, condition or agreement in any assignment of leases or other agreement now or hereafter evidencing, securing or otherwise relating to the Note or this Mortgage and Security Agreement or the indebtedness secured hereby after written notice of such failure from Mortgagee and same is not cured by Mortgagor within 30 days of the notice, provided that to the extent such default is not capable of cure within 30 days, Mortgagor shall have a further period of days to cure such default, so long as Mortgagor has commenced remedial action within the initial 30 day period; or 2.1.4 The occurrence of a default or event of default under any assignment of leases, Credit Agreement or other agreement now or hereafter evidencing, securing or otherwise relating to the Note or this Mortgage and Security Agreement or the indebtedness secured hereby, after written notice of such failure from Mortgagee and same is not cured by Mortgagor within 30 days of the notice, provided that to the extent such default is not capable of cure within 30 days, Mortgagor shall have a further period of days to cure such default, so long as Mortgagor has commenced remedial action within the initial 30 day period; or 2.1.5 Any warranty made by either party shall prove of Mortgagor contained in this Mortgage and Security Agreement or in any assignment of leases or other agreement now or hereafter evidencing or securing or otherwise relating to have been the Note or become false this Mortgage and Security Agreement or the indebtedness secured hereby proves to be untrue or misleading in any material respect.; or 2.1.6 The filing by the Mortgagor or any general partner of Mortgagor (bif Mortgagor is a partnership) An Event or any guarantor of Default shall the Note of a voluntary petition in bankruptcy, or the entry of an order for relief in an involuntary bankruptcy case filed against the Mortgagor, which is not be deemed dismissed within thirty (30) days; any such general partner or guarantor of any petition or answer seeking or acquiescing in any reorganization, rehabilitation, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to have occurred until twenty bankruptcy, insolvency or other relief for debtors, which is not dismissed within thirty (2030) business days after days, or the nondefaulting party has provided Mortgagor or any such general partner or guarantor seeking or consenting to or acquiescing in the defaulting party with written notice specifying appointment of any trustee, custodian, receiver or liquidator of itself or of all or any part of the event Premises or events thatany interest therein or of any or all of the rents, if not curedrevenues, would constitute an Event issues, earnings, profits or income thereof, or the making of Default and specifying any general assignment for the action necessary to cure the Event benefit of Default within such period. This period may be extended for a reasonable period of time creditors, or if the defaulting party Mortgagor or such general partner or guarantor is acting in generally not paying its or his debts as such debts become due or the commission by ▇▇▇▇ ▇▇▇▇▇▇ to cure the default and or any such default is not materially adverse to the other party. (c) Upon the occurrence general partner or guarantor of an Event of Default, act providing grounds for the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because entry of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager order for all Net Losses incurred relief under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing any chapter of the Option Agreement Bankruptcy Code; or 2.1.7 The filing of a petition or case against the Mortgagor or any general partner of Mortgagor (iiif Mortgagor is a partnership) if there is no Closing or any guarantor of the Option AgreementNote seeking any reorganization, by payment from Permittee within 90 days rehabilitation, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors, or the appointment of termination any trustee, custodian, receiver or liquidator of the Option Agreement. LikewiseMortgagor or any such general partner or guarantor or of all or any part of the Premises or any interest therein or of any or all of the rents, if closing fails to occur under the Exchange Agreement and Manager's parent company is revenues, issues, earnings, profits or income thereof, which petition or appointment shall not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made be dismissed within ninety (90) days after termination such filing or appointment; or 2.1.8 Except as may be otherwise provided in this Mortgage, Mortgagor shall sell, transfer, convey, lease, mortgagor, encumber, or otherwise dispose of the Exchange Premises or any part thereof or any interest therein in violation of Section 1.11 above, or Mortgagor or any general partner of Mortgagor or guarantor of the Note (if a corporation) is liquidated or dissolved or its charter expires or is revoked or its ownership or control changes other than as may be permitted under the Credit Agreement. For purposes , or Mortgagor or any such general partner or guarantor (if a partnership or business association) is dissolved or partitioned, or a general partner withdraws, resigns, or is removed, or the interest of a general partner ▇▇▇▇▇▇▇ is sold, transferred, disposed of or encumbered, or Mortgagor or any such general partner or guarantor (if a trust) is terminated or expires, or any guarantor (if an individual) dies and an acceptable substitute guarantor has not agreed to provide his or her guarantee in favor of Mortgagee within 60 days of the guarantor's death ; or 2.1.9 Any representation, warranty, statement, certificate, schedule or report made or furnished by the Mortgagor proves to have been false or erroneous in any material respect at the time of the making thereof or to have omitted any substantial liability or claim against the Mortgagor, or if on the date of execution of this AgreementMortgage and Security Agreement there shall have been any materially adverse change in any of the facts disclosed therein, "Net Losses" means which change shall not have been disclosed to the extent Mortgagee at or prior to the time of such execution; or 2.1.10 The rendition by any court of any final judgment in excess of Twenty-Five Thousand Dollars ($25,000.00) against the Mortgagor or any Borrower, which shall not be satisfactorily stayed, discharged, vacated or set aside within thirty (30) days of the unreimbursed expenses paid making thereof; or incurred the attachment of the property of the Mortgagor which has not been released or provided for to the satisfaction of the Mortgagee within thirty (30) days after the making thereof; or 2.1.11 Any litigation or any proceedings which are pending against the Mortgagor or any Borrower ( Mortgagee hereby acknowledging the current action against Mortgagor and others as hereinafter set forth), or are threatened, the outcome of which would probably seriously affect the continued operation of the Mortgagor, or any Borrower, and the Mortgagor failing to take corrective measures reasonably satisfactory to the Mortgagee within fifteen (15) days after notice from the Mortgagee; or default in the payment, when due, of any other indebtedness for borrowed money owed by Manager under this the Mortgagor to the Mortgagee or any other person or entity, or default to the Mortgagee or any other person or entity, or default by the Mortgagor or the Borrower in the performance of the terms of any Credit Agreement exceed or indenture relating to such indebtedness, and any such default shall not have been remedied within the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementcure period provided for therein.

Event of Default. (a) The following shall, after the expiration Any one or more of the applicable cure period provided in subsection (b) of this section, following events shall constitute an "Event of Default" hereunder: (i) 7.1.1 Borrower or Manager fails to pay any amounts to Lender under the breach Note or any other monetary obligation payable by either party hereto Borrower or Manager under the Loan Documents within 10 days after the date that such payment is due. 7.1.2 Borrower fails to comply with any covenant set forth in the observance ss.5.4 or performance Article 6 and Borrower or Manager fails to comply with any covenant set forth in ss.2.3 of this Agreement. 7.1.3 Borrower fails to observe and perform any material other covenant, condition or undertaking contained hereinagreement under the Loan Documents to be performed by Borrower and [i] continuance of such failure for a period of 30 days after written notice thereof is given to the Borrower by the Lender; or [ii] if, by reason of the nature of such default the same cannot be remedied within the said 30 days, Borrower fails to proceed with reasonable diligence (reasonably satisfactory to Lender) after receipt of the notice to cure the same or, in any event, fails to cure such default within 60 days after receipt of the notice. The foregoing notice and cure provisions do not apply to any Event of Default otherwise specifically described in any other subsection of Section 7.1. 7.1.4 [i] The filing by Borrower of a petition under 11 U.S.C. or the commencement of a bankruptcy or similar proceeding by Borrower; [ii] the failure by Borrower within 60 days to dismiss any involuntary bankruptcy petition or other commencement of a bankruptcy, reorganization or similar proceeding against Borrower or to lift or stay any execution, garnishment or attachment of the Facility; [iii] the entry of an order for relief under 11 U.S.C. in respect of Borrower; [iv] assignment by Borrower for the benefit of its creditors; [v] the entry by Borrower into an agreement of composition with its creditors; [vi] the approval by a court of competent jurisdiction of a petition applicable to Borrower in any proceeding for its reorganization instituted under the provisions of any state or federal bankruptcy, insolvency, or similar laws; or [vii] appointment by final order, judgment or decree of a court of competent jurisdiction of a receiver of the whole or any substantial part of the properties of Borrower (provided such receiver shall not have been removed or discharged within 60 days of the date of his qualification). 7.1.5 [i] Any receiver, administrator, custodian or other person takes possession or control of all or part of any Facility and continues in possession for 60 days; [ii) ] any writ against all or part of any Facility is not released within 60 days; [iii] any final, non-appealable judgment is rendered against all or part of any Facility, any Affiliate or Borrower and which is undismissed for 60 days (except as otherwise provided in this section); [iv] all or a substantial part of the assets of Borrower are attached, seized, subjected to a writ or distress warrant, or are levied upon, or come into the possession of any receiver, trustee, custodian, or assignee for the benefit of creditors and are not released within 60 days; [v] Borrower is enjoined, restrained, or in any way prevented by court order, or any proceeding is filed or commenced seeking to enjoin, restrain, or in any way prevent Borrower from conducting all or a substantial part of its business or affairs and such proceeding is not released within 60 days; or [vi] if a notice of lien, levy, or assessment is filed of record with respect to all or any material part of the property of Borrower and is not dismissed within 30 days. 7.1.6 Any representation or warranty made by either party Borrower in the Transaction Documents, any security for the Loan, or any report, certificate, application, financial statement or other instrument furnished by Borrower pursuant hereto or thereto shall prove to have been be false, misleading or become false or misleading incorrect in any material respectrespect as of the date made. 7.1.7 Borrower or any Affiliate defaults on any indebtedness or obligation to Lender or any Lender Affiliate, any agreement with Lender or any Lender Affiliate or any Affiliate Obligation, or Borrower defaults under any Transaction Document, (bin each case limited to the indebtedness, obligations, agreements and documents relating to the Current Phase) An Event of Default shall not be deemed and any applicable grace or cure period with respect to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event default under such indebtedness, obligation or events that, if not agreement expires without such default having been cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period provision applies to all such indebtedness, obligations and agreements as they may be extended for a reasonable period of amended, modified, extended, or renewed from time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other partytime. 7.1.8 Any guarantor (cif any) Upon of the occurrence of an Event of DefaultLoan dies, the nondefaulting party may terminate this Agreementdissolves, unless the non-defaulting party terminates, is also adjudicated incompetent, files a petition in default hereunder. (d) If this Agreement bankruptcy, or is terminated because of an Event of Default by Permittee as defined in Section 4.1(a)adjudicated insolvent under 11 U.S.C. or any other insolvency law, Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction or fails to comply with any covenant or requirement set forth in the purchase price to be paid to Permittee by Manager at guaranty of such guarantor, and in the Closing case of the Option Agreement death or (ii) if there is no Closing incompetency of the Option Agreementa personal guarantor only, by payment from Permittee Borrower fails within 90 30 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent deliver to which the unreimbursed expenses paid Lender a substitute guaranty or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant other collateral reasonably satisfactory to Article II of this AgreementLender.

Event of Default. (a) The following shall, after the expiration of the applicable cure period provided in subsection (b) of this section, constitute an Event of Default: (i) the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party ISP shall prove to have been or become false or misleading in any material respect. (b) An Event of Default shall not be deemed to have occurred until twenty (20) business days after be in default under the nondefaulting party terms of this MOU should any of the following occur as determined by DHCD in its sole and absolute discretion: a. ISP undergoes a merger or transfer of its assets; b. A receiver is appointed for ISP; c. A voluntary or involuntary petition under Title 11 of the U.S. Code is filed in the United States Bankruptcy Court naming ISP as a party; d. ISP fails to properly or timely complete the Project; e. ▇▇▇ fails to timely and diligently prosecute the work of the Project; f. ISP fails to meet any one or more of the Milestones established in this MOU for which it has provided not obtained an extension of time; g. ISP fails to timely and fully pay all of its construction contractors on the defaulting party Project; h. ISP fails to cooperate with written notice specifying DHCD regarding inspections; i. ISP fails to timely and properly comply with the event reporting requirements established in this MOU; j. ISP violates any local, state or events thatFederal regulation, if not cured, would constitute an Event law or statute in connection with the prosecution of Default and specifying the action necessary to cure the Event Project; k. ISP breaches or has breached any agreement with Counties of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ and Madison for the provision of internet service or wired or wireless communications service; l. ISP otherwise commits a breach of this MOU and fails to cure said breach within two (2) business following written notification of said breach from DHCD; m. ISP fails to timely supply DHCD with the default and such default is not materially adverse CPM schedule; n. ISP fails to properly or timely update the CPM schedule; o. ISP fails to adhere to the other party.CPM schedule; (c) Upon p. ISP fails to properly or timely make any one or more required reportings; q. ISP violates the occurrence terms of an Event any permit or approval required for the prosecution of Defaultthe work on the Project; and r. ISP, or any one or more of its subcontractors or any person or entity supplying labor, materials, work or equipment to ISP, takes any action or commits any inaction that jeopardizes or causes the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred Project or any milestones established under this Agreement and paid by Manager through either (i) a reduction in the purchase price MOU to not be paid to Permittee by Manager at the Closing of the Option Agreement properly or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing timely completed; and s. ISP fails to occur notify DHCD of any event, action, inaction or condition on the part of ISP that would constitute an event of default under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes terms of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this AgreementMOU.

Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”): (a) The following shall, after the expiration of the applicable cure period provided in subsection (b) of this section, constitute an Event of Default: (i) the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove to have been or become of Lessee set forth in this Lease is false or misleading in any material respect.respect when made, or if Lessee renders any materially false statement or account when made; (b) An Event if any Rental or other Monetary Obligation due under this Lease is not paid when due and such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice once in any twelve (12) month period; (c) if L▇▇▇▇▇ fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of Default which to pay will result in the imposition of a lien against any of the Properties; (d) if Lessee vacates, abandons or ceases to conduct business operations at the Property (excluding periods solely related to the installation of equipment or facilitating the changeover of the facilities at the Property to permit the manufacturing or development of products all in the ordinary course of business, where personnel are on site at the Property and are actively working on and pursuing the same to completion); provided that Lessee shall not be deemed to have occurred until twenty vacate, abandon or cease to conduct business operations at the Property if Lessee: (20i) temporarily “goes dark,” vacates, abandons or ceases to conduct business operations at the Property for no more than one (1) month; (ii) ceases operation solely as a result of Casualty or Condemnation and is in compliance with Article X of this Lease; (iii) ceases operation solely as a result of a Force Majeure Event; (iv) is conducting scheduled regular and/or emergency maintenance and repairs to facilities located at the Property, all in the ordinary course of business, where personnel are on site at the Property and are actively working on and pursuing the same to completion; or (v) is constructing permitted alterations, including, without limitation, alterations as set forth in this Lease where personnel are on site at the Property and are actively working on and pursuing the same to completion; (e) if there is an Insolvency Event affecting Lessee or Guarantor; (f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to cure within thirty (30) days after the nondefaulting party has provided the defaulting party with following written notice specifying the event or events thatthereof from Lessor, if then such failure shall not cured, would constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and specifying the action necessary to cure the Event of Default within such period. This period may be extended for until Lessor shall have given Lessee notice thereof and a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to thirty (30) days shall have elapsed, during which period Lessee may correct or cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence failure, upon failure of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of which an Event of Default by Permittee as defined in Section 4.1(a)shall be deemed to have occurred hereunder without further notice or demand of any kind being required; (g) if Lessee fails to maintain, Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either or renew prior to the expiration of the Lease Term, any necessary permit or license that is either: (i) applicable to its then current operation of a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement Permitted Facility or (ii) required to operate in the Properties for the Permitted Use and such failure, in either instance, continues for fifteen (15) days following written notice thereof from Lessor; (h) if there a final, non-appealable judgment is no Closing rendered by a court against Lessee or Guarantor which: (i) either (A) fundamentally impairs Guarantor’s or Lessee’s ability to perform Guarantors or Lessee’s obligations under this Lease or the other Transaction Documents; or (ii) is an event of default under any documents that evidence, govern or secure senior financing or credit extended to Guarantor or Lessee and (ii) is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof; (i) if Lessee or Guarantor shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; (j) if the estate or interest of Lessee in any of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails Properties shall be levied upon or attached in any proceeding and such estate or interest is about to occur under the Exchange Agreement and Manager's parent company is be sold or transferred or such process shall not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made be vacated or discharged within ninety (90) days after termination it is made; or (k) if there is an Event of Default or other breach or default by Lessee or Guarantor under any of the Exchange Agreement. For purposes Transaction Documents, after the passage of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid all applicable notice and cure or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementgrace periods.

Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”): (a) The following shallif any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, after the expiration of the applicable cure period provided in subsection or if Lessee renders any false statement or account when made; (b) if Lessee fails to pay Rental or other Monetary Obligation and such failure continues for three (3) Business Days after the due date, provided, however, this three (3) Business Day cure period shall only be available once in a twelve (12) month period; (c) if there is an Insolvency Event affecting Lessee or Guarantor; (d) if Lessee abandons any Property; (e) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this sectionLease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default: Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (i30) the breach by either party hereto in the observance days shall have elapsed, during which period Lessee may correct or performance cure such failure, upon failure of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An which an Event of Default shall not be deemed to have occurred until hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30)-day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)-day period, which shall in no event exceed one hundred twenty (20120) business days after the nondefaulting party has provided the defaulting party with written receiving notice specifying the event of such failure from Lessor. If Lessee shall fail to correct or events thatcure such failure within such one hundred twenty (120)-day period, if not cured, would constitute an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required; (f) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect and specifying is not discharged or provision made for such discharge within one hundred twenty (120) days from the action necessary to cure the Event date of Default within such period. This period may entry thereof; (g) if Lessee shall be extended for a reasonable period of time liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; (h) if the defaulting party is acting estate or interest of Lessee in ▇▇▇▇ ▇▇▇▇▇ to cure any of the default Properties shall be levied upon or attached in any proceeding and such default estate or interest is not materially adverse to the other party. (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price about to be paid to Permittee by Manager at the Closing of the Option Agreement sold or transferred or such process shall not be vacated or discharged within one hundred twenty (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90120) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementit is made.

Event of Default. (a) The following shall, after the expiration of the applicable cure period provided in subsection (b) of this section, constitute an Event of Default: (i) Manager's :failure to timely make any payments to Licensee required under this Agreement; (ii) the breach default by either party hereto in the material observance or performance of any material covenant, condition or undertaking contained herein; or (iiiii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An Event of Default shall not be deemed to have occurred until until, in the case of payment of any money to Licensee, five ( 5) business days, or in the case of any other default, twenty (20) business days days, after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇goad faith to cure the defaul▇ ▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting latter party is also in default hereunder. (d) If In the event this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a)Licensee, Permittee Manager shall pay Manager for become entitled to reimbursement of all Net Losses net losses incurred under this Agreement and paid by Manager through either (ia) a reduction in the purchase price to be paid to Permittee Licensee by Manager at the Closing of the Option Purchase Agreement or (iib) if there is no Closing of the Option Purchase Agreement, by payment from Permittee within 90 days of termination the proceeds of the Option Agreement. Likewisesale of the Station to a third party, which shall be secured by Licensee at the earliest practicable date after termination by making the Station available for sale in conjunction with the efforts of Manager's principals: provided, that, if closing fails to occur there is no Closing under the Exchange Agreement and Manager's parent company is not in material breach under such Purchase Agreement, Permittee Manager shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination also be entitled to 50% of the Exchange Agreement. For purposes gross amount received from the sale of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II Station in excess of this Agreement$22 million.

Event of Default. (a) The following shall, after the expiration of the applicable cure period provided in subsection (b) of this section, constitute an Event of Default:" means any of the following events (whatever the reason for such Event of Default and whether such event shall be voluntary or involuntary or come about or be effected by 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 administrative or governmental body): (i) the breach failure of the Owner to pay (i) principal of, interest on or, Make-Whole Amount, if any, under any Equipment Note when due, and such failure shall continue unremedied for a period of 10 Business Days, or (ii) any other amount payable by either party hereto it to the Note Holders under this Trust Indenture or the Participation Agreement when due, and such failure shall continue for a period in excess of 20 Business Days after Owner has received written notice from Mortgagee of the observance or performance of any material covenant, condition or undertaking contained herein; orfailure to make such payment when due; (ii) if Owner shall fail to carry and maintain on or with respect to the Aircraft (or cause to be carried and maintained) insurance required to be maintained in accordance with the provisions of Section 4.06 hereof; provided that such lapse or cancellation shall not constitute an Event of Default until the earlier of (i) 30 days after receipt by the Mortgagee of written notice of such lapse or cancellation or (ii) the date that such lapse or cancellation is effective as to the Mortgagee; (iii) Owner shall fail to observe or perform (or caused to be observed and performed) in any material respect any other covenant, agreement or obligation set forth herein or in any other Operative Agreement to which Owner is a party and such failure shall continue unremedied for a period of 60 days from and after the date of written notice thereof to Owner from Mortgagee, unless such failure is capable of being corrected and Owner shall be diligently proceeding to correct such failure, in which case there shall be no Event of Default unless and until such failure shall continue unremedied for a period of 360 days after receipt of such notice; (iv) any representation or warranty made by either Owner herein, in the Participation Agreement or in any other Operative Agreement to which Owner is a party (a) shall prove to have been untrue or become false or misleading inaccurate in any material respect. respect as of the date made, (b) An Event such untrue or inaccurate representation or warranty is material at the time in question, (c) and the same shall remain uncured (to the extent of Default the adverse impact of such incorrectness on the interest of the Mortgagee) for a period in excess of 60 days from and after the date of written notice thereof from Mortgagee to Owner; (v) the Owner shall not consent to the appointment of or taking possession by a receiver, trustee or liquidator of itself or of a substantial part of its property, or the Owner shall admit in writing its inability to pay its debts generally as they come due or shall make a general assignment for the benefit of its creditors, or the Owner shall file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization, liquidation or other relief under any bankruptcy laws or insolvency laws (as in effect at such time), or an answer admitting the material allegations of a petition filed against it in any such case, or the Owner shall seek relief by voluntary petition, answer or consent, under the provisions of any other bankruptcy or similar law providing for the reorganization or winding-up of corporations (as in effect at such time), or the Owner shall seek an agreement, composition, extension or adjustment with its creditors under such laws or the Owner's board of directors shall adopt a resolution authorizing corporate action in furtherance of any of the foregoing; (vi) an order, judgment or decree shall be deemed to have occurred until twenty entered by any court of competent jurisdiction appointing, without the consent of the Owner, a receiver, trustee or liquidator of the Owner or of any substantial part of its property, or any substantial part of the property of the Owner shall be sequestered, or granting any other relief in respect of the Owner as a debtor under any bankruptcy laws or other insolvency laws (20) business as in effect at such time), and any such order, judgment, decree, or decree of appointment or sequestration shall remain in force undismissed, unstayed or unvacated for a period of 90 days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event date of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party.entry thereof; or (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (ivii) a reduction petition against the Owner in the purchase price to be paid to Permittee by Manager a proceeding under any bankruptcy laws or other insolvency laws (as in effect at the Closing of the Option Agreement such time) is filed and not withdrawn or (ii) if there is no Closing of the Option Agreement, by payment from Permittee dismissed within 90 days thereafter, or if, under the provisions of termination any law providing for reorganization or winding-up of corporations which may apply to the Owner, any court of competent jurisdiction shall assume jurisdiction, custody or control of the Option Agreement. LikewiseOwner of any substantial part of its property and such jurisdiction, if closing fails to occur under the Exchange Agreement and Manager's parent company is not custody or control shall remain in material breach under such Agreementforce unrelinquished, Permittee shall pay Manager unstayed or unterminated for all Net Losses, with such payment being made within ninety (90) days after termination a period of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementdays.

Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”): (a) The following shallif any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, after the expiration of the applicable cure period provided in subsection or if Lessee renders any false statement or account when made; (b) if any Rental or other Monetary Obligation due under this Lease is not paid when due and such non-payment remains uncured for a period of five (5) days after written notice of such failure to pay (provided, that Lessor shall not be obligated to provide written notice of non- payment more than twice in any calendar year and such subsequent failures to pay on time shall be an immediate Event of Default); (c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties; (d) if there is an Insolvency Event affecting Lessee; (e) if Lessee vacates or ceases to operate at more than one (1) Property, without the prior written consent of Lessor, which shall not be unreasonably withheld, conditioned or delayed; (f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this sectionLease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, then such failure shall not constitute an Event of Default: Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (i30) the breach by either party hereto in the observance days shall have elapsed, during which period Lessee may correct or performance cure such failure, upon failure of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An which an Event of Default shall not be deemed to have occurred until twenty hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (2030)-day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)-day period, which shall in no event exceed ninety (90) business days after the nondefaulting party has provided the defaulting party with written receiving notice specifying the event of such failure from Lessor. If Lessee shall fail to correct or events thatcure such failure within such ninety (90)-day period, if not cured, would constitute an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required; (g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, or which does not have a Material Adverse Effect but which is in the amount of $250,000 or more, and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default either event is not materially adverse to discharged or provision made for such discharge within ninety (90) days from the other party.date of entry thereof; (ch) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder.if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction if the estate or interest of Lessee in any of the purchase price Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be paid to Permittee by Manager at the Closing of the Option Agreement sold or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is transferred or such process shall not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made be vacated or discharged within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreement.it is made; or

Event of Default. (a) The following shall, after the expiration Each of the applicable cure period provided in subsection (b) of this section, following occurrences shall constitute an Event of Default under this Agreement and under the Loan Documents (herein called an "Event of Default:"): a. Borrower (iand each Borrower, as the case may be) shall fail to pay any or all of the breach by either party hereto in indebtedness arising out of this Agreement or Loan Documents (the observance or performance "Obligations") when due or, if payable on demand, on demand and such failure shall continue for a period of any material covenant, condition or undertaking contained hereinfive (5) days after such payment becomes due; or b. Borrower (iiand each Borrower, as the case may be) if shall fail to observe or perform any material representation covenant or warranty agreement binding on Borrower under this Agreement or under any other assignment, conveyance, instrument or agreement now in effect or hereafter made between Borrower and Lead Lender, or under the Loan Documents for a period of thirty (30) days; or c. Borrower (and each Borrower, as the case may be) shall make any representations or warranties in this Agreement or in any such other assignment, conveyance, instrument, agreement, financial statements, reports or certificates heretofore or at any time hereafter submitted by either party or on behalf of Borrower to Lead Lender, and such representations or warranties, shall prove to have been or become false or materially misleading when made; or d. As a result of a default or failure by Borrower, payment of any substantial indebtedness of Borrower (other than the Obligations and other than indebtedness of Borrower to the extent the indebtedness is non-recourse to Borrower) shall be demanded, or the maturity of any substantial indebtedness shall be accelerated, or any precondition or circumstance permitting any creditor of Borrower (acting individually or with the consent of other creditors) to accelerate the maturity of any substantial indebtedness shall have occurred; for this purpose indebtedness shall be deemed substantial if it exceeds $250,000.00; or e. Any Borrower shall become insolvent or shall commit an act of bankruptcy under the United States Bankruptcy Act, or shall file or have filed against it, voluntarily or involuntarily, a petition in bankruptcy or for reorganization or for the adoption of an arrangement or plan under the United States Bankruptcy Act or shall procure or suffer the appointment of a receiver for any material respect. (b) An Event substantial portion of Default its properties, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process or proceeding under any insolvency law or other statute or law providing for the modification or adjustment of the rights of creditors and such petition, receiver, act, process or proceeding shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event dismissed or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made discharged within ninety (90) days after termination days; or f. A garnishment summons or writ of attachment for an amount in excess of $250,000.00 shall have been issued against or served upon Lead Lender or any Participant for the Exchange Agreement. For purposes attachment of any property of Borrower in the Lead Lender's or such Participant's possession or any indebtedness owing Borrower; or g. Any Borrower shall have been dissolved, whether voluntarily or by operation of law; or h. Any of Borrower's gaming licenses, material to this Agreement, "Net Losses" means the extent are revoked or rescinded, lapse, or otherwise are no longer maintained by or available to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this AgreementBorrower.

Event of Default. The occurrence of any one or more of the following events will constitute an "Event of Default" on the part of Tenant: (a) The following shallFailure to pay any installment of Annual Basic Rent, any Additional Rent or any other sum required to be paid by Tenant under this Lease when due, and such failure shall continue for five (5) days after the expiration of the applicable cure period provided in subsection (b) of this section, constitute an Event of Default: (i) the breach written notice thereof by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove Landlord to have been or become false or misleading in any material respect.Tenant; (b) An Failure to perform any of the other covenants or conditions which Tenant is required to observe and perform (except failure in the payment of Annual Basic Rent, Additional Rent or any other monetary obligation contained in this Lease) and such failure shall continue for fifteen (15) days (or such shorter period of time as may be specified by Landlord in the event of an emergency, i.e., immediate danger to persons or property) after written notice thereof by Landlord to Tenant, provided that if such default is other than the payment of money and cannot be cured within such fifteen (15) day period, then an Event of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events thatif Tenant, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such fifteen (15) day period. This period may be extended for a reasonable period , commences curing of time if such failure and diligently in good faith prosecutes the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ same to cure the default completion and such default is not materially adverse furnishes evidence thereof to the other party.Landlord within thirty (30) days thereafter; (c) Upon If any warranty, representation or statement made by Tenant to Landlord in connection with the financial statements of Tenant delivered to Landlord prior to the execution of this Lease is or was materially false or misleading when made or furnished; (d) Intentionally omitted; (e) Failure to conduct substantially all business operations within the Leased Premises for ten (10) consecutive days except for temporary closures for reconstruction, remodeling, relocation of a subsidiary or division, an assignment or subletting in accordance with the terms of Article 19 provided; however, that in no event shall any such temporary closure exceed ninety (90) days; (f) If Tenant makes a bulk sale of its goods or moves or commences, attempts to move its goods, equipment and personal property out of the Leased Premises; (g) The levy of a writ of attachment or execution or other judicial seizure of substantially all of Tenant's assets or its interest in this Lease, such attachment, execution or other seizure remaining undismissed or discharged for a period of sixty (60) days after the levy thereof; (h) The filing of any petition by or against Tenant or any Guarantor to declare Tenant or any Guarantor a bankrupt or to delay, reduce or modify Tenant's or any Guarantor's debts or obligations, which petition is not discharged within sixty (60) days after the date of filing; (i) The filing of any petition or other action taken to reorganize or modify Tenant's or any Guarantor's capital structure, which petition is not discharged within sixty (60) days after the date of filing (j) If Tenant or any Guarantor shell be declared insolvent according to law; (k) A general assignment by Tenant Or any Guarantor for the benefit of creditors; (l) The appointment of a receiver or trustee for Tenant or any Guarantor or all or any of their respective property, which appointment is not discharged within sixty (60) days after the date of filing; (m) The filing by Tenant or any Guarantor of a voluntary petition pursuant to the Bankruptcy Code or any successor thereto or the filing of an involuntary petition against Tenant or any Guarantor pursuant to the Bankruptcy Code or any successor legislation, which petition is not discharged within sixty (60) days after the date of filing; or (n) The occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunderDefault under Articles 31 or 34.11. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreement.

Event of Default. (a) The following shall, after the expiration of the applicable cure period provided in subsection (b) of this section, constitute an term Event of Default: , whenever used herein, shall mean any of the following events under this Lease (i) whatever the breach reason for such Event of Default and whether it shall be voluntary or involuntary, or come about or be effected by either party hereto operation of law, or be pursuant to or in the observance compliance with any judgment, decree or performance order of any material court or any order, rule or regulation or any administrative or governmental body). 16.1 Lessee shall fail to make any payment of Rent when due, and such failure shall continue for more than ten (10) days after written notice thereof from Lessor to Lessee; or 16.2 Lessee shall fail to keep in full force and effect insurance required under this Lease; or 16.3 Lessee shall fail to perform or observe any covenant, condition or undertaking contained hereinagreement (other than that referred to in 16.1 or 16.2 above) required to be performed or observed by it under this Lease or any agreement, document or certificate delivered by Lessee in connection herewith, and such failure shall continue for sixty (60) days after written notice thereof from Lessor to Lessee; provided, however, if such failure is not reasonably susceptible to cure within such sixty (60) day period, and Lessee has commenced to cure such failure within said sixty (60) day period, Lessee shall have an additional period of time to cure as may be required to effect such cure if Lessee continues to diligently prosecute such cure to completion. 16.4 Lessee shall or shall attempt to (except as expressly permitted by the provisions of this Lease) remove, sell, transfer, encumber, part with possession of, assign or sublet the Aircraft or any part thereof, use the Aircraft for an illegal purpose, or permit the same to occur; or 16.5 Lessee fails to pay its debts as they become due or files a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy laws (iias now or hereafter in effect) if any or an answer admitting the material representation or warranty made by either party shall prove to have been or become false or misleading allegations of a petition filed against Lessee in any material respect.such proceeding, or Lessee by voluntary petition, answer or consent, seeks relief under the provisions of any other now existing or future bankruptcy or other similar law (other than a law which does not provide for or permit the readjustment or alteration of Lessee's obligations hereunder) providing for the reorganization or liquidation or corporations, or providing for an agreement, composition, extension or adjustment with its creditors; or 16.6 A petition against Lessee in a proceeding under applicable bankruptcy laws or other insolvency laws (b) An Event other than any law which does not provide for or permit any readjustment or alteration of Default Lessee's obligations hereunder in each case), as now or hereafter in effect, is filed and shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event withdrawn or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made dismissed within ninety (90) days after termination thereafter, or if, under the provisions of any law (other than any law which does not provide for or permit any readjustment or alteration of Lessee's obligations hereunder in each case) providing for reorganization or liquidation of corporations which may apply to Lessee, any court of competent jurisdiction shall assume jurisdiction, custody or control of Lessee or of any substantial part of its property and such jurisdiction, custody or control shall remain in force relinquished, unstayed or unterminated for a period of sixty (60) days; or 16.7 Lessee (a) defaults on the Exchange Agreement. For purposes payment of this Agreementany obligation for borrowed money, "Net Losses" means under any lease (whether or not capitalized) or for the extent deferred purchase price of property, including interest thereon, beyond the period of grace, if any, provided with respect thereto, or (b) defaults in the performance or observance of any other term, condition or agreement contained in any such obligation or in any agreement relating thereto, if the effect of either such default is to which cause, or permit the unreimbursed expenses paid holder or incurred by Manager under this Agreement exceed holders of such obligation (or a trustee on behalf of such holder or holders) to cause such obligation to become due prior to its stated maturity or to realize upon any collateral given as security therefor and such default results in material adverse change in the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II financial condition of this AgreementLessee.

Event of Default. (a) The following shall, after the expiration Each of the applicable cure period provided in subsection (b) of this section, following events shall constitute an event of default hereunder (an “Event of Default:”): (i) if any portion of the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; orDebt is not paid when due; (ii) if any material of the Taxes or Other Charges are not paid when the same are due and payable; (iii) if the Policies are not kept in full force and effect, or if certified copies of the Policies are not delivered to Lender promptly upon request; (iv) any Transfer occurs in violation of the provisions of this Agreement or the other Loan Documents; (v) any representation or warranty made by either party Borrower herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished by or on behalf of any Borrower Party to Lender shall prove to have been or become false or misleading in any material respect. respect as of the date the representation or warranty was made; provided that if (bA) An such misrepresentation was not intentional, and (B) the condition causing the representation or warranty to be false is susceptible of being cured, the same shall be an Event of Default hereunder only if the same is not cured within thirty (30) days after written notice of such misrepresentation from Lender to Borrower; and provided further that if the condition causing the representation or warranty to be false is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and Borrower shall have commenced to cure such condition within such thirty (30) day period and thereafter diligently proceeds to cure the same, then such thirty (30) day period shall be extended for an additional period of time as is reasonably necessary for Borrower in the exercise of due diligence to cure such condition, such additional period not to exceed one hundred and twenty (120) days; (vi) Borrower or any other Borrower Party shall make an assignment for the benefit of creditors; (vii) a receiver, liquidator or trustee shall be appointed for Borrower or any other Borrower Party, or if Borrower or any other Borrower Party shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower or any other Borrower Party, or if any proceeding for the dissolution or liquidation of Borrower or any other Borrower Party shall be instituted; provided, that if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower or any other Borrower Party, upon the same not being discharged, stayed or dismissed within sixty (60) days; (viii) Borrower or any other Borrower Party attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents; (ix) Borrower or any other Borrower Party breaches any of its respective negative covenants contained in Section 5.2 or any covenant contained in Section 4.1.29 or Section 5.1.11; provided that a breach of any such covenant shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default if (A) such breach is inadvertent and specifying non-recurring, (B) Borrower shall cure such breach within fifteen (15) Business Days after written notice of such breach from Lender to Borrower, or (C) with respect to a breach of any covenant contained in Section 4.1.29, within fifteen (15) Business Days after the request of Lender, Borrower delivers to Lender an Additional Insolvency Opinion, or a modification of the Insolvency Opinion, to the effect that such breach shall not in any way impair, negate or amend the opinions rendered in the Insolvency Opinion, which opinion or modification shall be in form and substance acceptable to Lender in its reasonable discretion; (x) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, Borrower or any other Borrower Party shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period; (xi) any of the assumptions contained in the Insolvency Opinion delivered to Lender in connection with the Loan, or in any Additional Insolvency Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect; (xii) a material default has occurred and continues beyond any applicable cure period under any Material Operating Agreement if such default permits any other party thereunder to terminate or cancel such Material Operating Agreement or otherwise could reasonably be expected to have a Material Adverse Effect; (xiii) Borrower ceases to operate and conduct its hotel and casino business at the Property or terminates such business for any reason whatsoever (other than as a result of Excusable Delay or a temporary cessation in connection with any continuous and diligent renovation or restoration of the Property following a Casualty or Condemnation); (xiv) Substantial Completion of the Renovation Project has not occurred by the Renovation Project Substantial Completion Deadline, subject to Excusable Delays; (xv) any Gaming License shall be modified, refused, suspended, revoked or canceled or allowed to lapse or if a notice of a material violation is issued under any Gaming License by the issuing agency or other Governmental Authority having jurisdiction, or any proceeding is commenced by any Governmental Authority for the purpose of modifying in any materially adverse respect, suspending, revoking or canceling any Gaming License in any materially adverse respect, or any Governmental Authority shall have appointed a conservator, supervisor or trustee to the Casino Component and, in each case of the foregoing, such action necessary could reasonably be expected to (A) have a Material Adverse Effect, (B) materially and adversely effect the continued operation of the Casino Component in the usual course of business and in substantially the same manner and to at least the same standard as was maintained prior to such action, or (C) result in any material decrease in the then expected cash flow and revenues to be derived from the Casino Component; (xvi) Borrower or any other Borrower Party shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement or any of the other Loan Documents not specified in clauses (i) through (xiii) above, for ten (10) days after notice to Borrower or such other Borrower Party from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided that if such non monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the Event of Default within same, such period. This thirty (30) day period may shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed one hundred and twenty (120) days; (A) a Reportable Event shall have occurred with respect to a Pension Plan, (B) the filing by the Borrower, any ERISA Affiliate, or an administrator of any Plan of a notice of intent to terminate such a Plan in a “distress termination” under the provisions of Section 4041 of ERISA, (C) the receipt of notice by the Borrower, any ERISA Affiliate, or an administrator of a Plan that the PBGC has instituted proceedings to terminate (or appoint a trustee to administer) such a Pension Plan, (D) any other event or condition exists which might, in the opinion of the Agent, constitute grounds under the provisions of Section 4042 of ERISA for the termination of (or the appointment of a trustee to administer) any Pension Plan by the PBGC, (E) a Pension Plan shall fail to maintain the minimum funding standard required by Section 412 of the Code or any plan year or a waiver of such standard is sought or granted under the provisions of Section 4129d) of the Code, (F) the Borrower or any ERISA Affiliate has incurred, or is likely to incur, a liability under the provisions of Section 4062, 4063, 4064 or 4201 of ERISA, (G) the Borrower or any ERISA Affiliate fails to pay the full amount of an installment required under Section 412(m) of the Code, (H) the occurrence of any other event or condition with respect to any Plan which would constitute an event of default under any other agreement entered into by the Borrower or any ERISA Affiliate, and in each case in clauses (A) through (I), such event or condition, together with all other such events or conditions, if any, could subject the Borrower or any ERISA Affiliate to any taxes, penalties or other liabilities which would reasonably be expected to have a Material Adverse Effect; (xviii) Borrower or any ERISA Affiliate (A) shall have been notified by the sponsor of a Multiemployer Plan that it has incurred any material withdrawal liability to such Multiemployer Plan, and (B) does not have reasonable period grounds for contesting such withdrawal liability and is not in fact contesting such withdrawal liability in a timely and appropriate manner which would reasonably be expected to have a Material Adverse Effect; or (xix) there shall be default under any of time the other Loan Documents beyond any applicable cure periods contained in such documents, whether as to Borrower, any other Borrower Party or the Property, or if any other event shall occur or condition shall exist, if the defaulting party effect of such event or condition is acting in ▇▇▇▇ ▇▇▇▇▇ to cure accelerate the default and such default is not materially adverse maturity of any portion of the Debt or to permit Lender to accelerate the other partymaturity of all or any portion of the Debt. (cb) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. Default (d) If this Agreement is terminated because of other than an Event of Default by Permittee as defined described in Section 4.1(aclauses (vi), Permittee shall pay Manager for all Net Losses incurred under (vii) or (viii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and paid by Manager through either (i) a reduction the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to the Property, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the purchase price to be paid to Permittee by Manager Loan Documents against Borrower and the Property, including, without limitation, all rights or remedies available at the Closing law or in equity; and upon any Event of the Option Agreement Default described in clauses (vi), (vii) or (iiviii) if there is no Closing above, the Debt and all other obligations of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur Borrower hereunder and under the Exchange Agreement other Loan Documents shall immediately and Manager's parent company is not automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of any other Loan Document to the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementcontrary notwithstanding.

Event of Default. In the event (a) The following shalleach, after the expiration of the applicable cure period provided in subsection (b) of this section, constitute an "Event of Default:") of: (a) (i) a change in control of the breach Borrower (where "control" means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by either party hereto in contract or otherwise)) (provided that a change of control shall not include any transfer of securities of the observance or performance Borrower to any majority-owned affiliate of any material covenantthe ultimate parent entity of the Lender), condition or undertaking contained herein; or (ii) if the failure of the Borrower to pay any material representation past due portion of the Loan Amount or warranty made any past due portion of any Interest Payment to the Lender after the receipt by either party the Borrower of notice from the Lender of such late payment, (iii) the failure of the Borrower to pay any other indebtedness of the Borrower to the Lender when due after the receipt by the Borrower of notice from the Lender of such late payment, (iv) any bond, debenture, note or other evidence of indebtedness issued or guaranteed by the Borrower in the aggregate amount of $5 million or more shall prove to have been declared to be due and payable immediately and such acceleration shall not have been rescinded or become false annulled; (v) the commencement of any proceeding under any bankruptcy or misleading insolvency laws (but only, in the case of an involuntary proceeding, if the proceeding has not been dismissed or stayed within 60 days of its commencement) against the Borrower or by the Borrower with respect to itself, (vi) the appointment of a receiver, trustee or liquidator of any material respect. part of the property of the Borrower, (vii) a general assignment for the benefit of creditors of the Borrower or (viii) the Borrower being unable, or admitting in writing its inability, to pay its debts as they mature; and (b) An the Borrower shall not cure such default within 18 months of such occurrence (provided that, if no Senior Debt is outstanding, or if all Senior Debt is repaid during the foregoing cure period, such cure period shall be 30 days, or 30 days from the date all such Senior Debt is repaid, as the case may be), THEN the Borrower shall be in default hereunder and an Event of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events thatoccurred, if not curedand thereupon, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse subject to the other party. (c) Upon the occurrence limitations contained in Section 8 of an Event of Defaultthis Note, the nondefaulting party may terminate this Agreemententire balance outstanding hereunder shall be immediately due and payable. Subject to such limitations, unless the non-defaulting party is also Lender shall thereupon have the option at any time and from time to time to exercise any or all of its rights and remedies set forth herein or otherwise available at law or in default hereunderequity. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreement.

Event of Default. An “Event of Default” shall occur if (a) The following shall, after the expiration of the applicable cure period provided in subsection Customer fails to pay when due any Rental Rate payments; (b) if a rental purchase option is available, Customer fails to complete the purchase of this sectionthe Equipment by the Completion Date, constitute an Event of Default: (i) the breach by either party hereto as set forth in the observance or performance of any material covenantSection 3, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An Event of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon Customer fails to perform or observe any covenant, condition, or agreement to be performed by Customer; (d) Customer ceases doing business as a going concern, makes an assignment for the occurrence benefit of creditors, admits in writing an inability to pay debts as they become due, files a petition in bankruptcy, or if owners, shareholders, or members of Customer’s business organization take actions towards dissolution or liquidation; (e) Customer attempts to sell, transfer, or encumber, sublease or convey the Equipment or any part thereof; (f) WSECO, in good faith, believes that the Equipment is being subjected to improper use; or (g) WSECO, in good faith, deems itself insecure relative to payment of the Rental Rate payments and/or the Purchase Price, as applicable. Occurrence of an Event of Default. Upon the occurrence of any event of default, as set forth above, WSECO may exercise the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement following rights and paid by Manager through either remedies: (i) a reduction in declare the purchase price Rental Rate payments, and overtime charges, and the Purchase Price (as applicable pursuant to be paid to Permittee by Manager at the Closing of the Option Agreement or Section 3) immediately due and payable; (ii) if there is no Closing require Customer to assemble the Equipment and make it available to WSECO at a place and time designated by WSECO; (iii) WSECO shall have full power to enter upon the property or jobsite of the Option AgreementCustomer and take possession of and remove the Equipment; (iv) WSECO shall have full power and authority to sell, lease, transfer or otherwise deal with the Equipment or proceeds thereof, and in connection therewith WSECO may bid on the Equipment and that a commercially reasonable price for said reclaimed Equipment may be determined by payment WSECO based upon current national auction values, market trends relating to supply and demand, and related factors for Equipment or goods of similar type and condition; (v) if WSECO chooses to sell or lease the reclaimed Equipment, WSECO may obtain a judgment against Customer for any deficiency remaining on the Rental Rate payments, overtime charges, and the Purchase Price (as applicable pursuant to Section 3) after application of all amounts received from Permittee within 90 days the exercise of termination its rights under this Rental Agreement; and (vi) all rights and remedies of a secured creditor under the provisions of the Option AgreementIdaho Uniform Commercial Code, as amended from time to time. LikewiseAll of WSECO’s rights and remedies, if closing fails whether evidenced by this Rental Agreement or other related agreement, shall be cumulative and may be exercised singularly or concurrently. Customer agrees to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or costs incurred by Manager under WSECO in enforcing this Rental Agreement exceed or any of its provisions, including without limitation reasonable attorney’s fees and costs and all costs of reclaiming the Account Receivables collected Equipment, whether or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementnot legal action is commenced.

Event of Default. (a) The following shall, after the expiration 42.1. Each of the applicable cure period provided in subsection (b) of this section, constitute following constitutes an Event of Default, which upon their occurrence give us the right to take action in accordance with clause 43: (a) an Insolvency Event occurs in relation to you; (b) you are an individual and you die or become of unsound mind; (c) you fail to make any payment when it is due under the Agreements; (d) you are in breach of any obligation, warranty or representation made under this Agreement and/or any information provided to us in connection with the Agreements is or has become untrue or misleading; (e) you knowingly take advantage of an incorrect price when dealing with us and a reasonable person in your position would have known the price offered was incorrect or we consider that you have, or have attempted to, manipulate any system of ours in any way; (f) whether or not any sums are currently due to us from you, where any cheque or other payment instrument has not been met on first expectation or is subsequently dishonoured or you have consistently failed to pay any amount owed to us in time; (g) at any time or for any period deemed unreasonable by us you are not contactable or you do not respond to any notice or correspondence from us; (h) we reasonably believe it is prudent to take any or all of the actions described in clause 43 in light of any relevant legal or regulatory requirement applicable either to you or to us; (i) we consider that there are abnormal conditions; (j) we consider it necessary for the protection of our rights under the Agreements; (k) we are unable to quote the price of an Spot FX offered under this Agreement due to the unavailability of the relevant market information for reasons beyond our control; (l) we consider that you may be in breach of or have failed to comply with any Applicable Law; (m) we are so requested by ASIC, AUSTRAC or other regulatory body or authority; (n) there has been a deterioration in your financial circumstances and we reasonably consider that such deterioration is material in the context of the size of the Transactions open in your CAPAY Account; (o) where we have not received, within the timeframe stated in a written request to you, all information which we have requested in connection with the Agreements; (p) where you are trustee of a trust, and without our consent, you cease to be sole trustee of the trust, or any step is taken to: (i) the breach by either party hereto in the observance remove you as trustee, or performance of any material covenant, condition to appoint a substitute or undertaking contained hereinadditional trustee; or (ii) if bring any material representation or warranty made by either party shall prove to have been or become false or misleading in part of the trust assets under the control of any material respect.court; (bq) An Event any of Default shall not be deemed the following were to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event occur where you are trustee of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party.trust: (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction any application or order is made in the purchase price any court for: i. i accounts to be paid to Permittee by Manager at the Closing taken in respect of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreement.trust; or

Event of Default. (a) 1. The following shall, after the expiration of the applicable cure period provided in subsection (b) of this section, constitute an Event events shall be deemed as Events of Default: (ia) The Domestic Company fails to pay the breach by either party hereto technology development, consulting and service fees payable under the Service Agreement in the observance or performance of any material covenant, condition or undertaking contained herein; orfull and on time; (iib) if any material Any representation or warranty made by either party shall prove to have been the Pledgors and the Domestic Company in Article 5 hereof is materially misleading or become false or misleading incorrect, and/or the Pledgors and the Domestic Company breach any of the representations and warranties set forth in any material respect. (b) An Event of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party.Article 5 hereof; (c) Upon The Pledgors breach any of the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also undertakings set forth in default hereunder.Article 6 hereof; (d) If The Pledgors breach any provision hereof; (e) The Pledgors forfeit the Pledged Equity Interests for any reason or transfer the Pledged Equity Interests without the written consent of the Pledgee except as provided in Article 6.1 (a) hereof; (f) Any loan, security, indemnity, undertaking or other debt repayment obligations of the Pledgors to external parties (1) are required to be repaid or performed in advance due to a breach of contract; or (2) have become due but cannot be repaid or performed as scheduled, so that the Pledgee considers that the ability of the Pledgors to perform their obligations hereunder has been affected; (g) The Pledgors are unable to pay general debts or other liabilities, so that the Pledgee considers that the Pledgors’ ability to perform their obligations hereunder has been affected; (h) The promulgation of relevant laws renders this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either Contract illegal or prevents the Pledgors from continuing to perform their obligations hereunder; (i) a reduction All the governmental consents, permits, approvals or authorizations required to make this Contract enforceable or lawful or effective are withdrawn, suspended, invalidated or materially modified; (j) There is any adverse change in the purchase price property owned by the Pledgors, so that the Pledgee considers that the Pledgors’ ability to be paid to Permittee by Manager at the Closing perform their obligations hereunder has been affected; (k) The successor or trustee of the Option Domestic Company can only partially perform or simply refuse to perform the payment obligations under the Service Agreement; (l) Other circumstances where the Pledgee is prevented by relevant legal provisions from exercising the right to dispose of the Pledge Right. 2. The Pledgors shall immediately notify the Pledgee in writing if they know or find that any of the matters referred to in Paragraph 1 of this Article or any event that might lead to such matter has occurred. The Pledgee shall have the right to require the Pledgors to correct such breach within a prescribed period. 3. Unless the breach set forth in Paragraph 1 of this Article has been fully resolved to the satisfaction of the Pledgee, the Pledgee may, upon the occurrence of the breach by the Pledgors or at any time after the occurrence of such breach, send a written Default Notice to the Pledgors, requiring the Pledgors to pay promptly all arrears and other amounts payable under the Service Agreement or (ii) if there is no Closing dispose of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not Pledge Right in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, accordance with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreement8 hereof.

Event of Default. The occurrence of any one or more of the following events shall constitute an "Event of Default" hereunder: (a) The following shall, Tenant fails (i) to make any payment of the Minimum Rent or Percentage Rent payable hereunder when due and such failure continues for a period of ten (10) days after the expiration date due, or (ii) subject to the right to contest same pursuant to Article 8 hereof, to make any required payments of the applicable cure period provided in subsection Additional Charges within ten (10) days following Notice from Landlord that such payment is due and owing and unpaid. (b) of this section, constitute an Event of Default:Tenant fails to maintain the insurance coverages that it is required to maintain under Article 9. (ic) the breach by either party hereto Except as otherwise expressly provided herein, Tenant defaults in the due observance or performance of any material covenantof the terms, condition covenants or undertaking agreements contained herein; or herein to be performed or observed by it (iiother than as specified in clauses (a) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. and (b) An Event above), and, in either case, such default continues for a period of Default shall thirty (30) days after Notice thereof from Landlord to Tenant; provided, however, that if such default is curable but such cure cannot be deemed accomplished with due diligence within such period of time and if, in addition, Tenant commences to have occurred until cure such default within thirty (30) days after Notice thereof from Landlord and thereafter prosecutes the curing of such default with all due diligence, such period of time shall be extended to such period of time (not to exceed one hundred twenty (20120) business days after in the nondefaulting party has provided the defaulting party with written notice specifying the event or events thataggregate, if not cured, would constitute an Event of Default and specifying the action subject to Unavoidable Delay) as may be necessary to cure such default, provided further that the Event cure rights shall not apply to any breach of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of DefaultTenant covenant under Section 22.1, the nondefaulting party may terminate this Agreement22.3, unless the non-defaulting party is also in default hereunder22.4, or 22.5. (d) Any obligation of Tenant in respect of any Indebtedness (other than Tenant's obligations under any Excess FF&E Lease that constitutes Indebtedness) in a principal amount in excess of ($1,000,000) for money borrowed or for the deferred purchase price of any material property or services, is declared to be, or as a result of acceleration becomes, due and payable prior to the stated maturity thereof. (e) There occurs a final unappealable determination by applicable federal or State authorities of the revocation or limitation of any material license (including, but not limited to, any gaming license), permit, certification, or approval required for the material lawful operation of the Facility in accordance with its Primary Intended Use or the loss or limitation of any material license (including but not limited to any gaming license), permit, certification, or approval under any other circumstances under which Tenant is required to cease its operation of the Facility in accordance with its Primary Intended Use at the time of such loss or limitation, which revocation, limitation or loss is not caused by actions of Landlord or its Affiliates or which is not beyond the reasonable control of Tenant. (f) Tenant is generally not paying its debts as they become due, or Tenant makes a general assignment for the benefit of creditors. (g) Any petition is filed by or against Tenant under the Federal bankruptcy laws, or any other proceeding is instituted by or against Tenant seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for Tenant or for any substantial part of the property of Tenant, and, in the case of any involuntary petition filed or proceeding instituted against Tenant only, such proceeding is not dismissed within sixty (60) days after institution thereof, or Tenant takes any action to authorize or effect any of the actions set forth above in this paragraph. (h) Tenant causes or institutes any proceeding for its dissolution or termination. (i) Tenant ceases operation of the Leased Property for its Primary Intended Use for a period in excess of thirty (30) consecutive days, except as a result of a Casualty, other Emergency Situations, the matters set forth in Section 23.17 or partial or complete Condemnation of or to the Facility or of or to the immediate surroundings so as to prohibit reasonable access by patrons to the Facility. (j) The estate or interest of Tenant in the Leased Property or any part thereof is levied upon or attached in any proceeding and the same is not vacated or discharged within the later of (i) one hundred and twenty (120) days after commencement thereof, unless the amount in dispute is less than $250,000, in which case Tenant shall give Notice to Landlord of the dispute but Tenant may defend in any suitable way, and (ii) thirty (30) days after receipt by Tenant of Notice thereof from Landlord (unless Tenant shall be contesting such lien or attachment in good faith in accordance with Article 8). (k) Any Change in Control occurs. (l) Tenant, OpCo or CCC defaults under the terms of any of the Related Agreements beyond the expiration of any applicable notice and cure periods. (m) CCC fails to maintain for three (3) consecutive Accounting Periods either (i) a Tangible Net Worth equal to or greater than (x) the maximum liability under the Guarantee from time to time less (y) amounts held in any lockbox or cash collateral account under this Lease, any Other Lease, or any pooling and security agreement relating to Other Leases, including the Pooling Agreement, immediately after payment of Rent under Section 3.1.1 with respect to the preceding Accounting Period, or (ii) a Consolidated Coverage Ratio of at least 1.2 to 1.0. In any such event, Landlord, in addition to all other remedies available to it, may terminate this Lease by giving Notice thereof to Tenant, and upon the expiration of the time, if any, fixed in such Notice, this Lease shall terminate and all rights of Tenant under this Lease shall cease. Subject to Section 23.11, Landlord shall have, and may exercise in its sole and absolute discretion, all, or none of the, rights and remedies available at law and in equity to Landlord as a result of Tenant's breach of this Lease; provided, however, that notwithstanding anything set forth herein to the contrary, (A) Landlord's sole remedy for an Event of Default under Section 12.1(k) and (m) shall be to terminate this Lease, and (B) Landlord's actual damages in the event of a breach by Tenant of any of its obligations pursuant to Article 22 and a resulting loss of REIT status by Host REIT shall include, without limitation, amounts equal to income taxes paid by Host REIT and (without duplication) loss of value of Host REIT, both to the extent attributable to the loss of REIT status; provided that any termination as a result of an Event of Default under Section 12.1(k) shall occur no later than 450 days after the applicable Change in Control (or such shorter period as may be expressly provided in the Management Agreement or Consent and Assignment) and upon not less than 30 days' Notice to Tenant. If Landlord terminates this Agreement is terminated Lease because of an Event of Default by Permittee as defined under Section 12.1(k) above, and the Change in Section 4.1(a)Control does not involve an Adverse Party, Permittee then Landlord shall pay Manager to Tenant a termination fee equal to Tenant's Operating Profit for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementimmediately preceding Fiscal Year.

Event of Default. The occurrence of any of the following events (each an “Event of Default”) shall constitute a default by Tenant: (a) The following shallFailure by Tenant to pay Base Monthly Rent when due; provided, after however, for two (2) times during any twelve (12) consecutive month period, if any payment of rent is not received when due, Landlord shall notify Tenant in writing (“Late Notice”), and Tenant shall have ten (10) days from the expiration date of receipt of the Late Notice to make full payment of the rent. If the late rent is not paid within the ten (10) day period, or if any subsequent rent after receiving notice and the applicable 10 day cure period provided twice during that twelve (12) consecutive month period is not received when due after Landlord has delivered to Tenant the Late Notice as hereinabove required, then Tenant shall be in subsection (b) default of this section, constitute an Event of Default: (i) the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respectLease. (b) An Event of Default shall not be deemed Failure by Tenant to have occurred until twenty pay Additional Rent as and when such Additional Rent becomes due, and such failure continues for thirty (2030) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within Tenant reporting that such period. This period may be extended for a reasonable period of time if the defaulting party payment is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party.past due; (c) Upon Failure by Tenant to deliver to Landlord evidence of the occurrence existence and amounts of an Event of Defaultthe insurance with endorsements and loss payable clauses as required pursuant to Article 13, if the nondefaulting party may terminate this Agreement, unless the non-defaulting party failure is also in default hereunder.not cured within thirty (30) days after written notice has been given to Tenant; (d) If A Transfer occurs in violation of this Agreement is terminated because Lease and without Landlord’s consent; Amended and Restated Master Lease - Par Petroleum - 22 Property 10978268v3 25 (e) Failure by Tenant to perform or comply with any provision of an Event of Default by Permittee this Lease (other than as defined set forth in Section 4.1(aclauses (a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (ib), (c) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (iid) of this Section 17) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company failure is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made cured within ninety thirty (9030) days after termination notice has been given to Tenant, or in the event of an Emergency (as hereinafter defined), within forty-eight (48) hours after notice has been given to Tenant. As used herein, the term “Emergency” shall mean a condition that gives rise to a good faith reasonable basis for Landlord to believe the integrity of the Exchange Agreementimprovements situated on the Premises may be or may imminently be in peril or jeopardy if immediate action is not taken. For purposes If, however, the failure cannot reasonably be cured within the above cure period, Tenant shall not be in default of this Agreement, "Net Losses" means Lease if Tenant commences to cure the extent failure within the cure period and diligently and in good faith continues to which cure the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreement.failure;

Event of Default. (a) The following shall, after the expiration Each of the applicable cure period provided in subsection (b) of this section, following shall constitute an “Event of Default” under this Agreement: (i) The failure of a Party to make any monetary payment to the breach by either party hereto other required to be made in accordance with the observance or performance terms of any material covenantthis Agreement, condition or undertaking contained herein; orwhich failure is not cured within ten (10) days after written notice from the non-defaulting Party to the defaulting Party; (ii) The failure of a Party to perform any of its other material obligations under this Agreement, which failure is not cured within thirty (30) days after the defaulting Party receives a written notice of default from the non-defaulting Party; provided, however, that if the failure cannot reasonably be cured within thirty (30) days, such longer time as may be reasonably necessary to cure such breach (but not to exceed one hundred twenty (120) days) provided the defaulting Party is diligently pursuing such cure; (iii) If any Party applies for or consents to the appointment of a receiver, trustee or liquidator with respect to itself or of all of a substantial part of its assets, admits in writing its inability to pay its debts as they come due, makes a general assignment for the benefit of creditors, takes advantage of any insolvency law, or files an answer admitting the material representation or warranty made by either allegations of a petition filed against such party shall prove to have been or become false or misleading in any material respectbankruptcy, reorganization or judgment or decree shall be entered by any court of competition jurisdiction, on the application of a creditor, adjudicating such Party bankrupt or insolvent or approving a petition seeking reorganization of such Party or appointing a receiver, trustee or liquidator of such Party or a decree with respect to such Party shall continue unstayed and in effect for any period of ninety (90) consecutive days; (iv) The filing of a voluntary petition in bankruptcy or insolvency or a petition for liquidation or reorganization under any bankruptcy law by a Party, or a Party consenting to, acquiescing in, or failing to timely controvert, an involuntary petition in bankruptcy, insolvency or an involuntary petition for liquidation or reorganization filed against it; and (v) The filing against a Party of a petition seeking adjudication of a Party as insolvent or seeking liquidation or reorganization or appointment of a receiver, trustee or liquidator of all or a substantial part of a Party’s assets, if such petition is not dismissed within ninety (90) days. (b) An Event Each of Default the following shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would also constitute an Event of Default of Manager under this Agreement: (i) Manager shall fail to file and/or maintain all necessary Approvals required by Governmental Authorities to operate the Resort and specifying the action necessary shall fail to cure such default within the Event earlier of Default within (i) thirty (30) calendar days after written notice from Resort Owner, (ii) the expiration of the administrative cure period, if any, provided by the Governmental Authorities, and (iii) the date upon which there is imminent risk of a suspension or cessation of gaming or liquor operations at the Resort as a result of the loss of any such period. This period may be extended Approvals; (ii) Manager shall fail to comply with the Gaming Act or any requirements of any Governmental Authorities, and such failure shall result in the suspension (temporary or permanent) of gaming licenses for a reasonable the Resort (or any portion thereof), or fines in excess of (i) $100,000 per incident, or (ii) $200,000 in the aggregate over any period of time if twelve consecutive months during the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ Term; (iii) Manager shall materially fail to comply with the terms of Section 9, and fail to cure such failure within ten (10) days after written notice from Resort Owner; (iv) Manager or any Paragon Employee (specifically excluding any Resort Employee) shall intentionally misapply or misappropriate any funds whether from Resort operations, Resort Owner or any reserve funds; (v) Manager shall fail to furnish Resort Owner with proof of any insurance policy required to be maintained by Manager within ten (10) days after request from Resort Owner, but no later than the deadline established in Section 11.3; provided, however, that in the event that Manager’s failure to provide proof of insurance results from any carrier’s denial of coverage based on the Resort, rather than Manager’s actions or qualifications, such failure shall not constitute a default but Manager shall nonetheless be required to obtain the coverage required by this Agreement. (vi) Manager shall fail to timely deliver any estoppel certificate as required by Section 21.13 and fail to cure such default is not materially adverse to the other partyfailure within ten (10) days after written notice from Resort Owner. (c) Upon the occurrence of an Event of DefaultDefault (and a failure to cure such Event of Default within the applicable cure period, the nondefaulting party may terminate this Agreementif any), unless the non-defaulting party is also Party shall have the right to terminate this Agreement. The right to terminate this Agreement may be exercised by written notice to the defaulting Party and this Agreement shall terminate on either (1) the date expressly provided for in default hereunderthis Agreement; or (2) if not specified in this Agreement, the date specified by the non-defaulting Party, which date shall in no event be sooner than two (2) days, nor later than ninety (90) days, after the delivery of such notice; provided, however, that such period may be extended by Resort Owner to allow for a Transition Period, as described in Section 3.4. (d) If this Agreement is terminated because The right of an termination set forth in the preceding sentence and the rights of Resort Owner set forth in Sections 16.1(e) and (f) shall be in addition to, and not in lieu of, any other rights or remedies at law or in equity by reason of the occurrence of any such Event of Default by Permittee Default, it being understood and agreed that the exercise of the remedy of termination shall not constitute an election of remedies and shall be without prejudice to any such other rights or remedies otherwise available to the non-defaulting Party. (e) During the Term and for a period of three (3) months thereafter (as defined such period may be extended in accordance with this Section 4.1(a16.1(e), Permittee the “Retention Period”), Manager shall pay be prohibited from distributing to its equity holders, members or beneficiaries more than the sum of seventy-five percent (75%) of the Management Fees received from time to time by Manager. The remaining proceeds, which are not distributable during the Retention Period except as set forth in this Section 16.1(e), are hereinafter referred to as the “Retained Proceeds.” Notwithstanding the foregoing prohibition on distribution of the Retained Proceeds during the Retention Period, Manager for all Net Losses incurred under this Agreement and paid shall be entitled during the Retention Period to make payments from the Retained Proceeds in satisfaction of any indemnification claims, damages or other amounts payable by Manager through either (i) a reduction in to Resort Owner or Holdings pursuant to the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes terms of this Agreement. In the event that Resort Owner delivers written notice of any indemnification claims, "Net Losses" means the extent to which the unreimbursed expenses paid damages or incurred other amounts payable by Manager to Resort Owner or Holdings pursuant to the terms of this Agreement prior to the expiration of the Retention Period, this Section 16.1(e) and the prohibition on distribution of Retained Proceeds shall remain in full force and effect until such indemnification claims, damages or other amounts are settled by the Parties or resolved pursuant to the dispute resolution provisions of Article 19. The Retained Proceeds shall be held by Manager subject to the distribution prohibitions set forth in this Section 16.1(e), and the Retained Proceeds shall remain available during the Retention Period to satisfy any indemnification claims, damages or other amounts that are agreed by the Parties or determined pursuant to Article 19 to be payable by Manager to Resort Owner and/or Holdings under this Agreement exceed Agreement. On each sixth (6th) month anniversary of the Account Receivables collected Effective Date until the expiration of the Retention Period, Manager shall deliver to Resort Owner an officer’s certificate signed by Manager’s chief executive officer or generated (chief financial officer setting forth and less than 90 days old) certifying to the amount of the Retained Proceeds held by Manager as Management fees pursuant to Article II of this Agreementsuch date.

Event of Default. The occurrence of any one or more of the following events will constitute an “Event of Default” on the part of Tenant. (a) The following shallFailure to pay any installment of Annual Basic Rent, any Tenant’s Share of Expenses or any other sum required to be paid by Tenant under this Lease, when due, which failure is not cured within five (5) days after the expiration of the applicable cure period provided in subsection (b) of this section, constitute an Event of Default: (i) the breach written notice thereof by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove Landlord to have been or become false or misleading in any material respect.Tenant; (b) An Failure to perform any of the other covenants or conditions which Tenant is required to observe and perform (except failure in the payment of Annual Basic Rent, Tenant’s Share of Expenses or any other monetary obligation contained in this Lease) and such failure shall continue for fifteen (15) days (or such shorter period of time as may be specified by Landlord in the event of an emergency) after written notice thereof by Landlord to Tenant, provided that if such default is other than the payment of money and cannot be cured within such fifteen (15) day period, then an Event of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events thatif Tenant, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such fifteen (15) day period. This period may be extended for a reasonable period , commences curing of time if such failure and diligently in good faith prosecutes the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ same to cure the default completion and such default is not materially adverse furnishes evidence thereof to the other party.Landlord within thirty (30) days thereafter; (c) Upon the occurrence of an Event of DefaultIf any warranty, the nondefaulting party may terminate representation or statement made by Tenant to Landlord in connection with this Agreement, unless the non-defaulting party Lease is also in default hereunder.or was materially false or misleading when made or furnished; (d) Tenant’s abandonment of the Leased Premises; (e) The levy of a writ of attachment or execution or other judicial seizure of substantially all of Tenant’s assets or its interest in this Lease, such attachment, execution or other seizure remaining undismissed or discharged for a period of thirty (30) days after the levy thereof; (f) The filing of any petition by or against Tenant or any Guarantor to declare Tenant or any Guarantor a bankrupt or to delay, reduce or modify Tenant’s or any Guarantor’s debts or obligations, which petition is not discharged within sixty (60) days after the date of filing; (g) The filing of any petition or other action taken to reorganize or modify Tenant’s or any Guarantor’s capital structure, which petition is not discharged within sixty (60) days after the date of filing; (h) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee Tenant or any Guarantor shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either be declared insolvent according to law; (i) A general assignment by Tenant or any Guarantor for the benefit of creditors; (j) The appointment of a reduction in the purchase price to be paid to Permittee by Manager at the Closing receiver or trustee for Tenant or any Guarantor or all or any of the Option Agreement or (ii) if there is no Closing of the Option Agreementtheir respective property, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company which appointment is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made discharged within ninety sixty (9060) days after termination the date of the Exchange Agreement. For purposes filing; (k) The filing by Tenant or any Guarantor of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees a voluntary petition pursuant to Article II the Bankruptcy Code or any successor thereto or the filing of this Agreementan involuntary petition against Tenant or any Guarantor pursuant to the Bankruptcy Code or any successor legislation, which petition is not discharged within sixty (60) days after the date of filing.

Event of Default. 15.1 Tenant shall be in default under this Lease if: 15.1.1 Tenant shall fail to make any payment of Minimum Rent, any additional rent payable hereunder, or any other monetary obligation required of Tenant under this Lease (aincluding, without limitation, restoration of any security deposit as required under this Lease) and such failure shall continue for seven (7) days after Tenant’s receipt of written notice (which notice shall be in lieu of, and not in addition to any notice required pursuant to California Code of Civil Procedure Sections 1161 or 1161(a), as amended); from Landlord that said rent or monetary obligation is due and payable as provided in this Lease; or 15.1.2 Tenant shall neglect or fail to perform or observe any of the covenants herein contained on Tenant’s part to be performed or observed, and Tenant shall fail to remedy the same within thirty (30) days after Landlord shall have given to Tenant written notice specifying such neglect or failure (provided, however, that if the performance or observance of any such covenant reasonably requires more than thirty (30) days to perform, Tenant shall not be in default under this Lease as a result of its failure to perform or observe any such covenant within such thirty (30) day period, so long as Tenant has commenced the actions necessary to perform or observe such covenant within such thirty (30) day period, and is diligently pursuing such cure to completion); or 15.1.3 Tenant shall abandon the Premises and such abandonment shall continue for a period of fourteen (14) consecutive days during which Minimum Rent for the Premises has remained unpaid; or 15.1.4 Tenant repeatedly fails to comply with the restrictions contained in Paragraph 14.1 of this Lease prohibiting on-street parking. 15.2 In the event of any uncured default by Tenant, and without any further notice or demand, Landlord shall have the right at Landlord’s election, then or at any time thereafter, to: 15.2.1 Terminate this Lease, which shall terminate Tenant’s right to the use, occupancy and possession of the Premises, and Tenant shall immediately surrender possession of the Premises to Landlord; or 15.2.2 Re-enter and take possession of the Premises or any part thereof as provided by law, in which event this Lease shall terminate effective when Landlord takes possession; or 15.2.3 Continue this Lease in effect and enforce any or all rights and remedies of Landlord under this Lease, including the right to recover Minimum Rent, additional rent and charges equivalent to rent (sometimes collectively referred to herein as “rent”) as they become due under this Lease, for so long as Landlord does not terminate Tenant’s right to possession of the Premises; or 15.2.4 Seek any legal or equitable relief permitted by law. 15.3 If Landlord terminates this Lease as provided in subparagraphs 15.2.1 or 15.2.2 hereof, Landlord shall have the right to recover from Tenant: 15.3.1 The following shallworth, at the time of the award, of the unpaid rent that had been earned at the time of termination of this Lease; and 15.3.2 The worth, at the time of the award, of the amount by which the unpaid rent that would have been earned after the expiration date of termination of this Lease until the time of award exceeds the amount of the applicable cure period provided loss of rent that Tenant proves could have been reasonably avoided; and 15.3.3 The worth, at the time of the award, of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of the loss of rent that Tenant proves could have been reasonably avoided; and 15.3.4 Any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant’s breach or which in subsection (b) the ordinary course of things would be likely to result therefrom; such as, the cost of recovering possession of the Premises, expenses of reletting including attorney’s fees and any real estate commissions paid or payable, necessary repair, restoration, renovation, or alteration of the Premises, and care and safekeeping of the Premises. “The worth, at the time of the award,” as used in subparagraphs 15.3.1 and 15.3.2 of this sectionparagraph, is to be computed by allowing interest at the Lease Interest Rate in effect when each installment of rent referred to in said subparagraphs became payable. “The worth, at the time of the award,” as referred to in subparagraph 15.3.3 of this paragraph, is to be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award, plus one percent (1%). 15.4 If Tenant shall breach this Lease and abandon the Premises, this Lease shall continue in full force and effect for so long as Landlord does not terminate Tenant’s right to possession of the Premises, and Landlord may enforce all of its rights and remedies under this Lease, including but not limited to the right to recover rent and charges equivalent to rent as they become due under this Lease. For the purposes of this Paragraph 15.4 and Paragraph 15.2, the following acts by Landlord shall not constitute an Event a termination of Default: Tenant’s right to possession of the Premises: (i) maintenance or preservation of the breach by either party hereto in the observance or performance of any material covenantPremises, condition or undertaking contained herein; or (ii) if any material representation efforts to relet the Premises, or warranty made by either party shall prove (iii) the appointment of a receiver upon initiative of Landlord to have been or become false or misleading in any material respectprotect Landlord’s interest under the Lease. (b) An Event 15.5 In the event Landlord re-enters and takes possession of Default the Premises following an uncured breach of this Lease, Landlord may at Landlord’s option require Tenant to remove from the Premises any of Tenant’s property located therein. If Tenant fails to do so, Landlord shall not be deemed responsible for the care or safekeeping thereof and may remove any of the same from the Premises and place the same in storage in a public warehouse at the cost, expense and risk of Tenant with authority to have occurred until twenty (20) business days after the nondefaulting party has provided warehouseman to sell the defaulting party with written notice specifying same in the event that Tenant shall fail to pay the costs of transportation and storage, all in accordance with the rules and regulations applicable to the operation of a public warehouseman’s business. Landlord may, at Landlord’s election, dispose of said property pursuant to the provisions of Sections 1980 through 1991 of the California Civil Code. In any and all such cases of re-entry, Landlord may make any repairs in, to or events that, if not cured, would constitute an Event of Default and specifying upon the action necessary to cure the Event of Default within such period. This period Premises which may be extended necessary, desirable or convenient, and Tenant hereby waives any and all claims for a reasonable period damages which may be caused or occasioned by such reentry or any of time if the defaulting party is acting aforesaid acts of Landlord or by reason of any loss or destruction or damage to any property in ▇▇▇▇ ▇▇▇▇▇ to cure or about the default and such default is not materially adverse to the other partyPremises or any part thereof. (c) Upon 15.6 Tenant further covenants and agrees that if Landlord fails or neglects for any reason to take advantage of any of the occurrence terms hereof provided for the termination of an Event this Lease or for the termination or forfeiture of Defaultthe estate hereby leased, or if Landlord, having the nondefaulting party may terminate right to declare this AgreementLease terminated or the estate hereby leased terminated or forfeited, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because shall fail so to do, any such failure or neglect of an Event of Default by Permittee as defined in Section 4.1(a), Permittee Landlord shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price not be or be deemed or be construed to be paid a waiver of any provisions for the termination of this Lease continuing to Permittee by Manager at exist or for the Closing termination or forfeiture of the Option Agreement estate hereby leased subsequently arising, or (ii) if there is no Closing as a waiver of any of the Option Agreementcovenants, by payment from Permittee within 90 days terms or conditions of termination this Lease or of the Option Agreementprompt performance thereof by Tenant. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination None of the Exchange Agreement. For purposes covenants, terms or conditions of this Agreement, "Net Losses" means Lease can be waived by conduct of the extent to which the unreimbursed expenses paid parties or incurred by Manager under this Agreement exceed the Account Receivables collected estoppel; any claim or generated (waiver must be in writing and less than 90 days old) signed by Manager as Management fees pursuant to Article II of this Agreementboth parties.

Event of Default. (a) The following shall, after the expiration occurrence of one or more of the applicable cure period provided ---------------- following events shall be an "Event of Default" hereunder: ---------------- (i) if on any Payment Date the funds in subsection (b) of this sectionthe Debt Service Payment Sub-Account are insufficient to pay the Required Debt Service Payment due on such Payment Date; provided, however, that if a Cash Management Event has not occurred, such failure shall not constitute an Event of Default: Default if Borrower shall cure such failure within five (i5) the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; ordays after such Payment Date; (ii) if on any material representation or warranty made by either party shall prove Payment Date Borrower fails to have been or become false or misleading in any material respect. (b) An pay the Required Debt Service Payment due on such Payment Date; provided, however, that if a Cash Management Event of Default has not occurred, such failure shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default if Borrower shall cure such failure within five (5) days after such Payment Date; (iii) if Borrower fails to pay the outstanding Indebtedness on the Maturity Date; (iv) if on any Payment Date on which Borrower is required under this Agreement to pay a Basic Carrying Costs Monthly Installment, Borrower and/or Operator fails to pay the Basic Carrying Costs Monthly Installment or the Capital Reserve Monthly Installment due on such Payment Date; provided, however, that if a Cash Management Event has not occurred, such failure shall not constitute an Event of Default if Borrower and/or Operator shall cure such failure within five (5) days after such Payment Date; (v) if on the date any payment of a Basic Carrying Cost would become 116 delinquent, unless such Basic Carrying Cost was already paid, the funds in the Basic Carrying Costs Sub-Account are insufficient to make such payment; (vi) the occurrence of the events identified elsewhere in the Loan Documents as constituting an "Event of Default" hereunder or thereunder; (vii) a Transfer, unless the prior written consent of Lender is obtained (which consent may be withheld with or without cause in Lender's discretion); (viii) if Borrower or Operator fails to pay any other amount payable pursuant to this Agreement or any other Loan Document when due and specifying payable in accordance with the action necessary provisions hereof or thereof, as the case may be, and such failure is not remedied within any applicable grace periods; (ix) if any representation or warranty made herein or in any other Loan Document, or in any report, certificate, financial statement or other Instrument, agreement or document furnished by Borrower or Operator in connection with this Agreement, the Note or any other Loan Document executed and delivered by Borrower or Operator, shall be false in any material respect as of the date such representation or warranty was made or remade; (x) if Borrower or Operator makes an assignment for the benefit of creditors; (xi) if a receiver, liquidator or trustee shall be appointed for Borrower or Operator or if Borrower or Operator shall be adjudicated as bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by Borrower or Operator or if any proceeding for the dissolution or liquidation of Borrower or Operator shall be instituted; provided, however, -------- ------- that if such appointment, adjudication, petition or proceeding was ---- involuntary and not consented to by Borrower or Operator as the case may be, upon the same not being discharged, stayed or dismissed within 90 days; or if Borrower or Operator shall generally not be paying its debts as they become due; (xii) if either Borrower or Operator attempts to delegate its obligations or assign its rights under this Agreement, any of the other Loan Documents or any interest herein or therein, except as permitted by this Agreement; (xiii) except as permitted under this Agreement, if any provision of any 117 organizational document of Borrower is amended or modified in any respect, or if Borrower, Operator or Borrower's Trustee or any of their respective partners, members, beneficial owners, trustees or shareholders as applicable, fails to perform or enforce the provisions of such organizational documents or attempts to dissolve Borrower or Operator; or if Borrower or Operator or any of their respective partners, members, beneficial owners, trustees or shareholders, as applicable, breaches any of the covenants set forth in Sections 5.1(a)(U), 5.1(b)(U), 6.1(a)(E) or -------- --------- --------- --------- 6.1(b)(E); --------- (xiv) if Borrower or Operator fails to (A) notify Lender of the occurrence of a Default under any of the Loan Documents within ten (10) Business Days of the day on which Borrower or Operator first has knowledge of such Default or (B) give any notice due to any Person under any Loan Document (a) within five (5) Business Days after such notice was due or (b) in accordance with the applicable procedural requirements set forth in the Loan Documents; (xv) if Borrower or Operator shall be in default under any of the other obligations, agreements, undertakings, terms, covenants, provisions or conditions of this Agreement, the Note, the Mortgages or the other Loan Documents, not otherwise referred to in this Section 7.1, for ------- --- ten (10) Business Days after written notice to Borrower or Operator, as applicable, from Lender or its successors or assigns, in the case of any default which can be cured by the payment of a sum of money or for thirty (30) Business Days after written notice to Borrower or Operator, as applicable, from Lender or its successors or assigns, in the case of any other default (unless otherwise provided herein or in such other Loan Document); provided, however, that if such non-monetary default under this -------- ------- subparagraph is susceptible of cure but cannot reasonably be cured within ------------ such thirty (30) Business Day period and provided further that Borrower shall have commenced to cure such default within such thirty (30) Business Day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) Business Day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such default, but in no event shall such period exceed one hundred twenty (120) days after the original notice from Lender; provided, further, -------- ------- if Borrower or Operator provides to Lender a certificate certifying and demonstrating that Borrower or Operator is diligently attempting to cure such default as determined by Lender in its reasonable discretion and such non-monetary default still is capable of being cured as determined by Lender in its reasonable discretion and if Borrower or Operator, as applicable, is diligently attempting to cure such default, as determined by Lender in its reasonable discretion, such period shall be extended by Lender in its reasonable discretion for an additional period of time not to exceed sixty (60) days; (xvi) if an event or condition specified in Sections 5.1(a)(T) -------- --------- or 5.1(b)(T) shall occur or exist with respect to any Plan or Multiemployer --------- Plan and, as a result of such event or condition, together with all other such events or conditions, Borrower or any ERISA Affiliate shall incur or in the opinion of Lender shall be reasonably likely to incur a liability to a Plan, a Multiemployer Plan or PBGC (or any combination of the foregoing) which would constitute, in the reasonable determination of Lender, a Material Adverse Effect; (xvii) if without Lender's prior written consent (A) any management agreement (other than the Management Agreement) is entered into for the Facility or (B) after the execution of a Management Agreement pursuant to Section 5.1(b)(P) there is any change in or termination of such ------- --------- Management Agreement for the Facility; (xviii) if any Event of Default occurs (as to any party) under the Operating Lease (subject to any applicable notice and cure periods required under the Operating Lease); (xix) if Borrower shall fail to correct, within the time deadlines set by any health, licensing or similar agency, any deficiency that justifies either of the following actions by such period. This period may be extended for agency with respect to the Facility and such agency commences a reasonable period termination of time any License; (xx) if the defaulting party Facility is acting in ▇▇▇▇ ▇▇▇▇▇ assessed material fines or penalties (as distinguished from establishment of standard settlement accounts) by any state or health, licensing or similar agency having jurisdiction over Borrower, Operator or the Facility; (xxi) if (A) Borrower shall fail to cure pay any amount due with respect to the default SELCO Debt when due and such failure shall continue beyond any applicable grace period or (B) a default or event of default shall occur with respect to the SELCO Debt which shall continue beyond any applicable grace period or (C) if any of the loan documents evidencing the SELCO Loan is amended without the Lender's prior written consent; (xxii) if Operator fails to provide Lender with the written notice (together with the required deliveries) set forth in Section 8.33 ------- ---- which failure is not materially adverse to remedied within five (5) days of the other party.date such written notice and deliveries were due; (cxxiii) Upon if Lender determines in its discretion that the Operator has not achieved Completion of Construction at the Facility as of the Construction Completion Date; (xxiv) for any period in which the Borrower's obligations hereunder are cross-defaulted with any Other Loans pursuant to Section ------- 8.39(a) and/or the Operator's obligations hereunder are cross-defaulted and ------- cross-collateralized with any Other Operator's obligations under any Other Loans pursuant to Section 8.39(b), the occurrence of an "Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee " ------- ------- as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either any Other Loan Document evidencing such Other Loans with which the Loan is so cross-collateralized and/or cross-defaulted; and (ixxv) a reduction if an "Event of Default" (as defined in the purchase price to be paid to Permittee by Manager at the Closing Mezzanine Loan Agreement) occurs under any of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this AgreementMezzanine Loan Documents.

Event of Default. (a) The following shall, after the expiration occurrence of any one or more of the applicable cure period provided in subsection following events (bregardless of the reason therefore) of this section, shall constitute an "Event of Default" hereunder: (i) the breach by either party hereto in the observance or performance The Lessees shall fail to pay any portion of any material covenantRent payment consisting of principal, condition or undertaking contained hereinas and when the same becomes due and payable; (ii) The Lessees shall fail to pay any portion of any Rent payment consisting of interest within two (2) Business Days of the date when the same shall become due and payable; (iii) The Lessees shall fail to make any other payment due hereunder within five (5) days of the date when the same becomes due and payable; or (iiiv) if any material representation or warranty made by either party Event of Default shall prove to have been or become false or misleading in any material respectoccur and be continuing under the Credit Agreement. (b) An If any Event of Default shall occur and be continuing, the Agent for the benefit of the Lenders may (and at the written request of the Requisite Lenders shall) demand that Lessees forthwith pay to Agent (i) as liquidated damages for loss of a bargain and not as a penalty, the Stipulated Loss Value of the Equipment (calculated in accordance with the Schedules as of the Rent Payment Date next preceding the declaration of an Event of Default), if any, and (ii) all Rents and other sums then due hereunder. If Lessees fail to pay the amounts specified in the preceding sentence, then, at the request of Agent, Lessees shall comply with the provisions of Section X(a) hereof. Upon the occurrence and during the continuance of an Event of Default, Lessees hereby authorize Agent to enter, with or without legal process, any premises where any Equipment is located and take possession thereof. Upon the occurrence and upon the continuance of an Event of Default, Agent may, but shall not be required to, (i) sell Equipment at private or public sale, in bulk or in parcels, with or without notice, and without having the Equipment present at the place of sale; (ii) exercise any remedies available under the Credit Agreement or the other Operative Documents, or (iii) exercise any remedies available to a secured party under applicable law. The proceeds of sale, lease or other disposition, if any, shall be applied in accordance with the provisions of the Credit Agreement. (c) In addition to the foregoing rights, upon the occurrence and during the continuance of an Event of Default, Agent may terminate the lease as to any or all of the Equipment. (d) The foregoing remedies are cumulative, and any or all thereof may be exercised in lieu of or in addition to each other or any remedies at law, in equity, or under statute. If permitted by law, Lessees shall pay reasonable attorney's fees actually incurred by Agent and/or Lenders in enforcing the provisions of this Lease and any ancillary documents. Waiver of any Event of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event a waiver of any other or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an subsequent Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreement.

Event of Default. The following shall constitute Events of Default hereunder: (a) The following shall, after the expiration If Borrower fails to comply with any of the applicable covenants made by it in this Agreement and Borrower fails to cure period provided in subsection the same within fifteen (b15) days following notice; except that a violation of this section, constitute paragraph 1 of Article 3 shall be an immediate Event of Default: (i) the breach by either party hereto in the observance or performance of any material covenantDefault hereunder, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect.no notice being required; (b) An Event If any default or event of Default default shall not be deemed to have occurred until twenty (20) business days after occur under the nondefaulting party has provided Lease, the defaulting party with written General Contract, the Note, the Mortgage or any other Loan Document in each instance, beyond any applicable notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party.; (c) Upon If at any time any representation or warranty, as updated subsequently to its initially being made, made by Borrower in this Agreement or in any other instrument or document delivered to Lender in connection with the occurrence of an Event of DefaultLoan shall be incorrect, in a material respect, whether or not such representation or warranty was originally or previously incorrect and Borrower fails to cure the same within fifteen (15) days following notice; PROVIDED, HOWEVER, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder.same are capable of being be cured within such fifteen (15) day period; (d) If after the date of the first advance, the construction of the Improvements be not carried on with reasonable dispatch or at any time be discontinued for twenty (20) consecutive days, other than as may be specifically provided for in this Agreement is terminated because Agreement; (e) If, after prior notice, Lender or the Architect shall not be permitted, at all reasonable times, to enter upon the Premises, inspect the Improvements and the construction thereof and all materials, fixtures and articles used or to be used in the construction and to examine all detailed plans, shop drawings and specifications which relate to the Improvements, or if Borrower shall fail to furnish to Architect, Lender or its authorized representative, copies of an Event such plans, drawings and specifications upon request by Lender; (f) If any of Default the materials, fixtures or articles used in the construction of the Improvements or the appurtenances thereto, or to be used in the operation thereof, be not in accordance with the Plans as approved by Permittee as defined the Architect and the condition be not corrected to the satisfaction of Lender within thirty (30) days from its receipt of notice thereof; (g) Other than contemplated by the Permitted Encumbrances, if Borrower executes any conditional ▇▇▇▇ of sale, chattel mortgage or other security instrument covering any materials, fixtures or articles intended to be incorporated in Section 4.1(athe Improvements, or files a financing statement publishing notice of such security instrument, or if any of such materials, fixtures or articles are not purchased so that the ownership thereof will vest unconditionally in Borrower (subject, however, to Landlord's rights pursuant to the Lease), Permittee shall pay Manager for all Net Losses incurred free from encumbrances, on incorporation into the Improvements or if Borrower does not produce to Lender upon demand the contracts, bills of sale, statements, receipted vouchers or agreements, or any of them under this Agreement which Borrower claims title to such materials, fixtures and paid by Manager through either articles; (h) If the Improvements in the judgment of Architect are not substantially completed on the Completion Date; (i) a reduction If the Improvements in the purchase price to judgment of Architect cannot with reasonable diligence be paid to Permittee by Manager completed on or before the Completion Date; (j) If a lien for the performance of work or the supply of materials is filed against the Premises and remains unsatisfied or unbonded at the Closing time of the Option Agreement any Request for Advance or for a period of thirty (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (9030) days after termination the filing thereof or if the Premises or Improvements are encumbered by any other lien or encumbrance as a result of any act or omission of Borrower not approved by Lender; and (k) If Borrower assigns, surrenders, terminates or sublets all or any part of the Exchange Agreement. For purposes Premises in violation of this Agreement, "Net Losses" means Agreement or ceases to use and occupy of the extent to which Premises or the unreimbursed expenses paid Lease expires or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementterminates.

Event of Default. (a) The following shall, after the expiration of the applicable cure period provided in subsection (b) of this section, constitute If an Event of Default: (i) the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An Event of Default shall not be deemed to have occurred until twenty and be continuing: (20i) business days after all rights of Pledgor to exercise the nondefaulting party has provided voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 5.1 and to receive the defaulting party with written notice specifying dividends and distributions that they would otherwise be autho-rized to receive and retain pursuant to Section 5.2 shall, at Agent's option, cease, and all such rights shall, at Agent's option, thereupon become vested in Agent for the event or events thatratable benefit of Lenders, if not cured, would constitute so long as an Event of Default shall continue, and specifying Agent shall, at its option, thereupon have the action necessary sole right to cure the Event of Default within exercise such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ voting and other consensual rights and to cure the default receive and hold as Collateral such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of Defaultdividends and interest payments, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing any payments received Pledgor contrary to the provisions of this Section 5.4 shall be held in trust by Pledgor for the benefit of Agent and Lenders, shall be segregated from other funds of Pledgor, and shall be promptly paid over to Agent in the same form as so received (with any necessary endorsement), and (iii) Agent shall have the right, pursuant to the terms of this Section 5.4, to vote all or any part of the Option Agreement, by payment from Permittee within 90 days of termination Shares (whether or not transferred into the name of the Option Agreement. LikewiseLender), if closing fails to occur under the Exchange Agreement and Manager's parent company is not give all consents, waivers and ratifications in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination respect of the Exchange AgreementCollateral and otherwise act with respect thereto as though it were the outright owner thereof. For purposes of this AgreementPLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS AGENT THE PROXY AND ATTORNEY-IN-FACT OF PLEDGOR, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated COUPLED WITH AN INTEREST, WITH FULL POWER OF SUBSTITUTION TO DO SO; SUCH PROXY SHALL CONTINUE IN FULL FORCE AND EFFECT AND TERMINATE ONLY UPON THE EARLIER TO OCCUR OF (and less than 90 days oldA) by Manager as Management fees pursuant to Article II of this AgreementTHE INDEFEASIBLE PAYMENT IN FULL OF THE SECURED OBLIGATIONS, AND (B) 10 YEARS FROM THE DATE HEREOF. AGENT AGREES NOT TO EXERCISE SUCH PROXY OR TO EXERCISE SUCH POWERS AS ATTORNEY-IN-FACT UNLESS AT SUCH TIME THERE SHALL BE CONTINUING AN EVENT OF DEFAULT.

Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an "Event of Default"): (a) The following shall, after the expiration if any representation or warranty of the applicable cure period provided Lessee set forth in subsection this Lease is false in any material respect when made; (b) if any Rental due under this Lease is not paid when due; provided, however, any delay in the payment of this section, Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default:Default hereunder so long as the same is corrected within two (2) Business Days of the date Lessee receives notice thereof; (ic) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the breach by either party hereto failure of which to pay will result in the observance imposition of a lien against any of the Properties or performance of any material covenant, condition or undertaking contained herein; orthe Improvements; (iid) if Lessee vacates or abandons any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect.Property; (be) An f there is an Insolvency Event affecting Lessee or the Guarantor; (f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease;provided, however, if any such failure is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall not be deemed to have occurred until twenty hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (2030)-day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)-day period, which shall in no event exceed ninety (90) business days after the nondefaulting party has provided the defaulting party with written receiving notice specifying the event of such failure from Lessor. If Lessee shall fail to correct or events thatcure such failure within such ninety (90)-day period, if not cured, would constitute an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required; (g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to discharged or provision made for such discharge within ninety (90) days from the other party.date of entry thereof; (ch) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder.if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction if the estate or interest of Lessee in any of the purchase price Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be paid to Permittee by Manager at the Closing of the Option Agreement sold or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is transferred or such process shall not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made be vacated or discharged within ninety (90) days after it is made; or (j) if there is an "Event of Default" or other breach or default by Lessee or the Guarantor under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an "Event of Default" under such Other Agreement shall not constitute an Event of Default under this Lease; (k) if Lessor does not acquire the Improvements upon expiration of the Lease Term (including any applicable Extension Term), or upon any other termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this AgreementLease.

Event of Default. (a) The following shall, after the expiration Debtor and DIP Lender agree that each of the applicable cure period provided following events, unless waived by the DIP Lender in subsection (b) of this sectionwriting, shall constitute an “Event of Default”: (i) the breach by either party hereto Debtor (A) fails to pay any payment (whether principal, interest, or otherwise) when such amount becomes due and payable under the DIP Note or (B) defaults in the due performance or observance or performance of any material other term, covenant, condition or undertaking agreement contained hereinin the DIP Note (and, if such default is capable of being remedied, it has not been remedied within the cure period set forth in the DIP Note or, if no such cure period is provided, it has not been remedied to the reasonable satisfaction of the DIP Lender five (5) business days following written notice to the Debtor of the occurrence of such event of default); (ii) any representation, warranty, or statement made by the Debtor herein or in the DIP Note or in any certificate delivered in connection with the DIP Note proves to be untrue in any material respect on the date on which made or deemed made; (iii) the security interest granted to the DIP Lender ceases to be in full force and effect, or ceases to create a perfected security interest in, and lien on, the DIP Collateral (as defined below) purported to be created thereby; (iv) the DIP Note is or becomes invalid, ineffective, or unenforceable against the Debtor, in whole or in part, or the Debtor so asserts or at any time denies the liability or the DIP Obligations under the DIP Note; (v) the Court enters an order dismissing the Chapter 11 Case or converting it to a case under Chapter 7 or any other chapter of the Bankruptcy Code, or appointing a trustee or other responsible officer or an examiner with enlarged powers relating to the operation of the Debtor’s business (beyond those set forth in sections 1106(a)(3) or (4) of the Bankruptcy Code) under section 1104 of the Bankruptcy Code, in each case, without the consent of the DIP Lender in its sole discretion; (vi) the Court enters an order granting relief from the automatic stay applicable under section 362 of the Bankruptcy Code authorizing an action by a lienholder (other than the DIP Lender) with respect to assets of the Debtor on which the lienholder has a lien with an aggregate value in excess of $50,000; (vii) the Debtor seeks to, advocates, or otherwise supports any other person’s motion to disallow, in whole or in part, the DIP Obligations or to challenge the validity, priority, or enforceability of the Priming DIP Liens and superpriority claims hereunder (for avoidance of doubt, complying with document requests shall not constitute a breach of the foregoing); (viii) a debtor in possession financing order is entered in form and substance that is not acceptable to the DIP Lender in its reasonable discretion or from and after the date of entry thereof, the Interim DIP Order or the Final DIP Order, as applicable, ceases to be in full force and effect or is vacated, stayed, reversed, modified, or amended (or the Debtor takes any step to accomplish any of the foregoing) without the consent of the DIP Lender in its sole discretion; (ix) any of the orders approving the Plan or the disclosure statement to the Plan (the “Disclosure Statement”) are vacated, stayed, reversed, modified, or amended without the consent of 5Y; (x) the Debtor makes any payments on any indebtedness that arose before the Petition Date other than as provided in the Approved Budget or otherwise consented to by the DIP Lender in its sole discretion; (xi) the Debtor takes any action, or as to insiders, permits any action, that would result in an “ownership change” as such term is used in section 382 of title 26 of the United States Code (except for the Plan); (xii) the Interim DIP Order is stayed, reversed, vacated, amended or otherwise modified in any respect without the prior written consent of the DIP Lender in its sole discretion; (xiii) the Debtor fails to provide 5Y and its agents with reasonable access to the Debtor’s books, records, and management through the Effective Date of the Plan; (xiv) the Debtor breaches or fails to comply with the terms of the DIP Orders or the Plan, in any material respect; (xv) any of the Chapter 11 Milestones (as defined, and set forth, on Exhibit B to the DIP Note) are not satisfied; (xvi) one or more judgments or decrees is entered against the Debtor or its estate involving in the aggregate a postpetition liability (not paid or fully covered by insurance or otherwise considered permitted indebtedness) of $50,000 or more, and all such judgments or decrees are not vacated, discharged, stayed or bonded pending appeal; (xvii) the DIP Note or any other DIP Document ceases, for any reason, to be in full force and effect or the Debtor shall so assert in writing, or the Priming DIP Liens cease to be effective and perfected with respect to any material item of DIP Collateral (as defined below) described therein with the priority purported to be created by the DIP Documents; (xviii) the Debtor fails to provide all information, approvals, documents or other instruments as the DIP Lender may reasonably request, and as are customary for postpetition lenders or plan sponsors to request; (xix) the Debtor announces its intention to proceed with any reorganization, merger, consolidation, tender offer, exchange offer, business combination, joint venture, partnership, sale of a material portion of assets, financing (whether debt, including any debtor in possession financing other than the DIP Financing, or equity), recapitalization, workout, or restructuring of the Debtor (including, for the avoidance of doubt, a transaction premised on a chapter 11 plan or a sale of a material portion of assets under section 363 of the Bankruptcy Code), other than the Restructuring Transaction (an “Alternative Transaction”); (xx) the Court approves an Alternative Transaction; (xxi) the Debtor files an application or motion for the approval of postpetition financing from any party other than the DIP Lender, including financing that provides for superpriority claims or priming liens on any of the DIP Lender’s collateral without the written consent of the DIP Lender in its sole discretion; (xxii) the Court enters an order terminating the right of the Debtor to use the DIP Financing; (xxiii) the Debtor exceeds the disbursements contemplated in the Approved Budget; provided, however, that for each period of two (2) weeks (or, if shorter, since the Petition Date), for the period from the Petition Date, in each case measured on a cumulative basis, adverse variances for any disbursement line item under the Approved Budget of up to 10% of the amount of disbursements in the Approved Budget are permitted (each, a “Permitted Variance”) (provided that adverse variances shall be offset by positive variances in subsequent weeks to ensure that the Debtor’s cash needs under the Approved Budget remain “on-balance” within any given four week period; provided further that in no event shall the DIP Lender be required to fund amounts exceeding the Maximum Commitment), and unused amounts set forth in the Approved Budget for any disbursement line item may be carried forward and used to fund such line item in any subsequent week; or (iixxiv) if any material representation Any claim or warranty made lien having a priority superior to or pari passu with those granted by either party shall prove the DIP Orders to have been the DIP Lender is granted or become false or misleading allowed prior to the occurrence of (a) the payment in any material respect. full in cash of immediately available funds of all of the DIP Obligations, (b) An Event the termination or expiration of Default shall not be deemed all commitments to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse extend credit to the other party. Debtor under the DIP Documents, and (c) Upon the occurrence cash collateralization in respect of an Event of Defaultany asserted claims, demands, actions, suits, proceedings, investigations, liabilities, fines, costs, penalties, or damages for which the nondefaulting party DIP Lender may terminate this Agreement, unless be entitled to indemnification by the non-defaulting party is also Debtor (“Paid in default hereunder.Full”); or (dxxv) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a)The Debtor, Permittee without the DIP Lender’s prior written consent (which shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction be given or refused in the purchase price DIP Lender’s sole discretion) seek to be paid to Permittee by Manager at modify, vacate or amend the Closing of the Option Agreement DIP Orders or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementany DIP Documents.

Event of Default. (a) The following shall, after the expiration Each of the applicable cure period provided in subsection (b) of this section, following events shall constitute an “Event of Default” and each of the events in clauses (viii), (ix) and (x) shall constitute a “Bankruptcy Event of Default” and each of the events in clause (vi) shall constitute a “Payment Event of Default”: (i) the breach by either party hereto failure of the applicable Registration Statement (as defined in the observance Registration Rights Agreement) to be filed with the SEC on or performance prior to the date that is fifteen (15) days after the applicable Filing Deadline (as defined in the Registration Rights Agreement) or the failure of any material covenant, condition the applicable Registration Statement to be declared effective by the SEC on or undertaking contained herein; orprior to the date that is fifteen (15) days after the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement); (ii) if while the applicable Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement, the effectiveness of the applicable Registration Statement lapses for any material representation reason (including, without limitation, the issuance of a stop order) or warranty made by either party shall prove such Registration Statement (or the prospectus contained therein) is unavailable to have been any holder of Registrable Securities (as defined in the Registration Rights Agreement) for sale of all of such holder’s Registrable Securities in accordance with the terms of the Registration Rights Agreement, and such lapse or become false unavailability continues for a period of ten (10) consecutive Trading Days or misleading in any material respect. (b) An Event for more than an aggregate of Default shall not be deemed to have occurred until twenty (20) business Trading Days in any 365-day period (excluding days during an Allowable Grace Period (as defined in the Registration Rights Agreement)); (iii) the suspension from trading or the failure of the Common Stock to be trading or listed (as applicable) on an Eligible Market for a period of five (5) consecutive Trading Days; (iv) the Company’s (A) failure to cure a Conversion Failure or a Delivery Failure (as defined in the Warrants) by delivery of the required number of shares of Common Stock within five (5) Trading Days after the nondefaulting party has provided applicable Conversion Date or exercise date (as the defaulting party case may be) or (B) notice to any holder of the Notes or Warrants, including, without limitation, by way of public announcement or through any of its agents, at any time, of its intention not to comply, as required, with written notice specifying a request for conversion of any Notes into shares of Common Stock that is requested in accordance with the event provisions of the Notes, other than pursuant to Section 3(d), or events that, if not cured, would constitute an Event a request for exercise of Default and specifying any Warrants for shares of Common Stock in accordance with the action necessary to cure provisions of the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse Warrants; (v) except to the other party. extent the Company is in compliance with Section 11(b) below, at any time following the tenth (c10th) Upon consecutive day that the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. Holder’s Authorized Share Allocation (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a11(a) below) is less than the sum of (A) the number of shares of Common Stock that the Holder would be entitled to receive upon a conversion of the full Conversion Amount of this Note (without regard to any limitations on conversion set forth in Section 3(d) or otherwise), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (iB) a reduction the number of shares of Common Stock that the Holder would be entitled to receive upon exercise in full of the Holder’s Warrants (without regard to any limitations on exercise set forth in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreement.Warrants);

Event of Default. (a) The An Event of Default will be the occurrence of any one of the following shallevents, and upon that occurrence Lender may, at ▇▇▇▇▇▇'s option, subject to Paragraph 13 below, declare all sums secured by this Mortgage to be immediately due and payable. a. Failure to pay the amount of any installment of principal and interest, or other charges payable on the Note, which shall have become due; b. Nonperformance by Borrower of any covenant, agreement, term, or condition of this Mortgage, or of the Note, or of any other agreement made by Borrower with Lender in connection with such indebtedness, after Borrower has been given due notice (Paragraph 13) by Lender of such nonperformance and thirty (30) days to cure; c. Failure of Borrower to perform any covenant, agreement, term or condition in any instrument creating a lien upon the expiration Mortgaged Property, or any part thereof, which shall have priority over the lien of this Mortgage which continues beyond any applicable grace or cure period and for which a default has been declared; d. ▇▇▇▇▇▇'s discovery of ▇▇▇▇▇▇▇▇'s failure in any application of Borrower to Lender to disclose any fact deemed by Lender to be material, or the making herein, or in any of the applicable cure period provided in subsection agreements entered into by Borrower with ▇▇▇▇▇▇ (bincluding, but not limited to, the Note and this Mortgage) of this section, constitute an Event of Default: (i) the breach by either party hereto in the observance or performance of any material covenantmisrepresentation by, condition on behalf of, or undertaking contained for the benefit of Borrower; e. Failure by the Borrower to submit promptly to the Lender or ▇▇▇▇▇▇'s designated agent proof of payment of all insurance and taxes, as required herein; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An Event of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events thatf. IF ▇▇▇▇▇▇▇▇ DOES NOT REMAIN OWNER, if not curedOR IF ALL OR ANY PART OF THE PROPERTY OR AN INTEREST THEREIN IS RENTED, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in LEASED, SOLD, MORTGAGED, LIENED, OR OTHERWISE TRANSFERRED BY BORROWER, EXCEPT IN THE ORDINARY COURSE OF BUSINESS AS A MIXED INCOME LOW INCOME HOUSING TAX CREDIT RENTAL APARTMENT COMPLEX, WITHOUT ▇▇▇▇▇▇'S PRIOR WRITTEN CONSENT, OR IF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ to cure the default and such default is not materially adverse to the other partyIS NOT A DIRECT OR INDIRECT OWNER AND A MANAGER OF THE MANAGING GENERAL PARTNER OF BORROWER, WITHOUT ▇▇▇▇▇▇'S PRIOR WRITTEN CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, THEN IN ANY OF THE FOREGOING EVENTS, ▇▇▇▇▇▇ MAY AT ▇▇▇▇▇▇'S OPTION DECLARE ALL THE SUMS SECURED BY THIS MORTGAGE TO BE IMMEDIATELY DUE AND PAYABLE. (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreement.

Event of Default. The occurrence of any one or more of the following events shall constitute a default (an “Event of Default”) hereunder by Tenant: (a) The following shallFailure or refusal to pay Base Rent, after the expiration of the applicable cure period provided in subsection Additional Rent or any other amount to be paid by Tenant to Landlord hereunder within five (b5) of this section, constitute calendar days when due. Provided an Event of Default: (i) the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading Default has not occurred in any material respect. (b) An prior twelve-month period, Landlord shall deliver to Tenant written notice of the failure to pay such amount and an Event of Default shall not have occurred under this Section 23.1(a) if payment is made within there (3) calendar days after written notice is made; (b) 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 under this Section 23(b), and except as set forth in items (a) above and (c) through and including (h) below, failure to perform or observe any other covenant or condition of this Lease to be performed or observed within thirty (30) days following written notice to Tenant of such failure. Such thirty (30) day notice shall be in lieu of, and not in addition to, any required under Section 1161 of the California Code of Civil Procedure or any similar or successor law. Notwithstanding anything contained in this Section 23.1(b) to the contrary, an Event of Default will not have occurred under this Section 23.1(b) if Tenant within said 30-day period commences to cure such default and diligently prosecutes said cure; (c) Abandonment or vacating or failure to accept tender of possession of the Premises or any significant portion thereof. Tenant shall be deemed to have occurred until abandoned and/or vacated the Premises if the Premises remain substantially vacant or unoccupied for a period of thirty (30) consecutive days; provided, however, this Section 23.1(c) shall not apply so long as the reception or comparable entry areas within the Premises that are visible from the elevator lobby or multi-tenant corridor on such floor through the entry doors (when closed) or sidelight panels shall be furnished, lighted and cleaned in a manner that makes them appear to be occupied; (d) The taking in execution or by similar process or law (other than by eminent domain) of the estate hereby created; (e) The filing by Tenant or any guarantor hereunder in any court pursuant to any statute of a petition in bankruptcy or insolvency or for reorganization or arrangement for the appointment of a receiver of all or a portion of Tenant’s property; the filing against Tenant or any guarantor hereunder of any such petition, or the commencement of a proceeding for the appointment of a trustee, receiver or liquidator for Tenant, or for any guarantor hereunder, or of any of the property of either, or a proceeding by any governmental authority for the dissolution or liquidation of Tenant or any guarantor hereunder, if such proceeding shall not be dismissed or trusteeship discontinued within thirty (30) days after commencement of such proceeding or the appointment of such trustee or receiver; or the making by Tenant or any guarantor hereunder of an assignment for the benefit of creditors. Tenant hereby stipulates to the lifting of the automatic stay in effect and relief from such stay for Landlord in the event Tenant files a petition under the United States Bankruptcy laws, for the purpose of Landlord pursuing its rights and remedies against Tenant and/or a guarantor of this Lease; (f) Tenant’s failure to cause to be released any mechanics liens filed against the Premises or the Project within twenty (20) days after the date the same shall have been filed or recorded; (g) The making of any material misrepresentation or omission by Tenant or any successor in interest of Tenant in any materials delivered by or on behalf of Tenant to Landlord or Landlord’s lender pursuant to this Lease, provided that if such material misrepresentation or omission is reasonably susceptible of cure, then no Event of Default shall exist so long as Tenant cures said default within thirty (30) days following written notice to Tenant of such default; or (h) Tenant’s failure to observe or perform according to the provisions of Articles 25 or 26 within two (2) business days after notice from Landlord. All defaults by Tenant of any covenant or condition of this Lease shall be deemed by the nondefaulting party has provided parties hereto to be material. At the defaulting party with written notice specifying the event or events thatoption of Landlord, in its sole and absolute discretion, if not curedTenant occupies any other space in the Project (the “Other Premises”, would constitute provided that the Premises and the Other Premises are both owned by Landlord at the time of the default), whether by lease, sublease or assignment (in any case, an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon “Occupancy Agreement”), the occurrence of an Event of Default, Default hereunder shall also be a default or event of default under the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in Occupancy Agreement and a default hereunder. (d) If this or event of default under such Occupancy Agreement is terminated because of shall be an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementhereunder.

Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”): (a) The following shall, after the expiration if any representation or warranty of the applicable cure period provided Lessee set forth in subsection this Lease is false in any material respect when made; (b) if any Rental or other Monetary Obligation due under this Lease is not paid when due and if such failure continues for more than three (3) Business Days after the date such Rental amounts were due or for more than three (3) Business Days after notice to Lessee that any other Monetary Obligations were not paid when due; provided, however, such notice and grace period shall only be available twice in any twelve (12) month period; and further provided, any delay in the payment of this section, Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default:Default hereunder so long as the same is corrected within three (3) Business Days of the date Lessee receives notice thereof; (ic) if ▇▇▇▇▇▇ fails to pay, prior to delinquency, any taxes, assessments or other charges, the breach by either party hereto failure of which to pay results in the observance imposition of a lien against any of the Properties, and ▇▇▇▇▇▇ fails to cause such resulting lien to be discharged of record or performance bonded to the satisfaction of Lessor within thirty (30) days subsequent to the filings thereof; (d) except as set forth in Section 8.01, if Lessee vacates or abandons any Property; (e) if there is an Insolvency Event affecting Lessee or the Guarantor; (f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any material covenantMonetary Obligation, condition is not willful or undertaking contained intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein; or , unless and until Lessor shall have given Lessee notice thereof and a period of thirty (ii30) if any material representation days shall have elapsed, during which period Lessee may correct or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An cure such failure, upon failure of which an Event of Default shall not be deemed to have occurred until twenty hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (2030)-day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)-day period, which shall in no event exceed ninety (90) business days after the nondefaulting party has provided the defaulting party with written receiving notice specifying the event of such failure from Lessor. If Lessee shall fail to correct or events thatcure such failure within such ninety (90)-day period, if not cured, would constitute an Event of Default and specifying the action necessary shall be deemed to cure the Event have occurred hereunder without further notice or demand of Default within such period. This period may be extended for any kind being required; (g) if a reasonable period of time if the defaulting party final, nonappealable judgment is acting in rendered by a court against ▇▇▇▇ ▇▇▇▇▇ to cure the default which has a Material Adverse Effect, and such default is not materially adverse to discharged or provision made for such discharge within ninety (90) days from the other party.date of entry thereof; (ch) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder.if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction if the estate or interest of Lessee in any of the purchase price Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be paid to Permittee by Manager at the Closing of the Option Agreement sold or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is transferred or such process shall not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made be vacated or discharged within ninety (90) days after termination it is made; or (j) if there is an “Event of Default” or other breach or default by Lessee or the Guarantor under any of the Exchange Agreement. For purposes other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this AgreementLease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this AgreementLease.

Event of Default. The following acts or events shall be deemed to be an event of default on the part of Tenant under this Lease (each, an “Event of Default”): (a) The following shallfailure of Tenant to pay when due any payment of Rent, after Additional Rent, Monetary Obligations, or any part thereof, or any other sum or sums of money due or payable to Landlord under the expiration of the applicable cure period provided in subsection (b) provisions of this sectionLease, constitute an Event of Default: and such failure continues for fifteen (i15) the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; or days after written notice thereof from Landlord to Tenant as to Fixed Rent and thirty (ii30) if any material representation or warranty made by either party shall prove days after written notice thereof from Landlord to have been or become false or misleading in any material respect.Tenant as to all other payment obligations; (b) An Event The failure of Default Tenant to perform, or the violation by Tenant of, any of the covenants, terms, conditions or provisions of this Lease, if such failure or violation shall not be cured within thirty (30) days after written notice thereof by Landlord to Tenant; provided, if any such failure cannot reasonably be cured within thirty (30) days then Tenant shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, be in default if not cured, would constitute an Event of Default and specifying the action necessary Tenant commences to cure such failure within said thirty (30) days and for as long as Tenant is diligently prosecuting the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party.thereof; (c) Upon the occurrence The levying of an Event a writ of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for execution or attachment on or against all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing or substantially all of the Option Agreement or (ii) if there is no Closing property of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company Tenant which is not in material breach under such Agreementdischarged or stayed by action of Tenant contesting same, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination such levy or attachment (provided if the stay is vacated or ended, this paragraph shall again apply); (d) Tenant shall become insolvent, or shall make a fraudulent transfer with respect to creditors or shall make all assignment for the benefit of creditors; (e) If proceedings are instituted in a court of competent jurisdiction for the reorganization, liquidation or involuntary dissolution of Tenant for its adjudication as a bankrupt or insolvent, or for the appointment of a receiver of all or substantially all of the Exchange Agreement. For purposes property of Tenant and said proceedings are not dismissed and any receiver, trustee or liquidator appointed therein is not discharged within ninety (90) days after the institution of said proceedings; or (f) The sale of any interest of Tenant in the Property or portion thereof under a writ of execution or other legal process. (g) The default beyond applicable notice and cure periods by Tenant under an SNDA entered into by Tenant, Landlord and Landlord’s Lender pursuant to Section 13.02 below. (h) The default of Guarantor under its guaranty of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this AgreementLease.

Event of Default. (a) The following shall, after the expiration An "event of the applicable cure period provided in subsection (b) of this section, constitute an Event of Default: (i) the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party default" shall prove to have been or become false or misleading in any material respect. (b) An Event of Default shall not be deemed to have occurred until twenty hereunder if: (20a) business A default (as such term is defined therein) occurs under the Deed of Trust; or (b) Borrower breaches or fails timely and properly to observe, keep or perform any covenant, agreement, warranty or condition herein required to be observed, kept or performed, other than those referred to in any other subsection hereof, if such failure continues for thirty (30) days after the nondefaulting party has provided the defaulting party with receipt by Borrower of written notice specifying and demand for the event performance of such covenant, agreement, warranty or events thatcondition, provided that if Borrower shall within such thirty (30) day period commence action to cure such failure but is unable, by reason of the nature of the performance required, to cure same within such period, and if Borrower continues such action thereafter diligently and without unnecessary delays, Borrower shall not cured, would constitute an Event be in default-hereunder until the expiration of Default and specifying the action a period of time as may be reasonably necessary to cure the Event of Default within such period. This period may failure, provided further that in any event Borrower shall be extended for a reasonable period of time in default hereunder if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default failure is not materially adverse to the other party. (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement cured on or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within before ninety (90) days after receipt by Borrower of the above described written demand for performance; or (c) Any involuntary, imposed, required, actual, threatened or pending revocation, suspension, termination, probation, restriction, limitation, forfeiture or refusal to remedy, any License necessary or material to the operation of the Premises as a Facility; or (d) Any termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent or refusal to remedy any participation or eligibility in any third party payor program in which the unreimbursed expenses paid Borrower presently participates or incurred by Manager is eligible to participate and which is material to the operation or the financial condition of the Premises (other than with respect to any third party payor program (except Medicare or Medicaid), private insurer or payor, employee assistance program, Managed Care Plan, or accreditation which the Borrower reasonably deems, in the exercise of prudent business judgment, to be unnecessary to the successful operation of the Premises and the ability of the Premises to generate and collect sufficient revenues to pay all of its obligations as and when due and payable); or (e) A final unappealable determination that the Borrower or any shareholders, partners, memb2rs, directors. officers, employees or agents of the Borrower violated Section 1128A, 1128C or 1877 of the Social Security Act, the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. ss.3801 et seq.) or other similar Governmental Requirements, if the same could result in a Material Adverse Change; or (f) A default occurs under this Agreement exceed the Account Receivables collected or generated Subsection 4.1(f); or (and less than 90 days oldg) by Manager as Management fees Borrower fails to make any deposit required pursuant to Article II Subsection 4.1 (y) or (z) within fifteen (15) days of this Agreementdemand therefor.

Event of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default”: (a) The following shallif any portion of the Debt is not paid on or prior to the date the same is due or if the entire Debt is not paid on or before the Maturity Date; provided, however, no Event of Default shall be deemed to have occurred hereunder by reason of the failure to pay the Monthly Payment Amount where sums sufficient to timely pay such amount are then available from funds held by Lender in the Junior Mezzanine Loan Subaccount established under the Cash Management Agreement and Lender is then entitled to fund such amount from such subaccount and Lender fails to pay the same; (b) except as otherwise expressly provided in the Loan Documents, if any of the Property Taxes or Other Charges are not paid when the same are due and payable, unless sufficient money has been deposited with Mortgage Lender in accordance with the terms of the Mortgage Loan Agreement for payment of amounts then due and payable and Mortgage Lender’s, Senior Mezzanine Lender’s or Lender’s access to such money has not been constrained or restricted in any manner; (c) if (i) the Policies are not kept in full force and effect, or (ii) the ▇▇▇▇▇ 28 (or similar) certificate is not delivered to Lender in accordance with Section 8.1 within five (5) Business Days of written request therefor; (d) if (i) Borrower breaches in any material respect any covenant with respect to itself or any SPE Component Entity (if any) contained in Article 6, (ii) if Ashford Keys Junior Operating Lessee breaches in any material respect any covenant with respect to itself or any Ashford Keys Junior Operating Lessee Principal (if any) contained in Paragraph 14 of the Junior Mezzanine Operating Lease Agreement or (iii) a Prohibited Transfer occurs; (e) if any representation or warranty of, or with respect to, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Guarantor, any SPE Component Entity, Operating Lessee, Ashford Keys Senior Operating Lessee, Ashford Keys Junior Operating Lessee, or any member, general partner, principal or beneficial owner of any of the foregoing, made herein, in any other Loan Document, or in any certificate, report, financial statement or other instrument or document furnished to Lender at the time of the closing of the Loan or during the term of the Loan shall have been false or misleading in any material respect when made; provided, however, (i) if Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Guarantor, any SPE Component Entity, Operating Lessee, Ashford Keys Senior Operating Lessee, Ashford Keys Junior Operating Lessee, or any member, general partner, principal or beneficial owner of any of the foregoing did not know any such representation or warranty was false and misleading in any material respect when it made it, (ii) if the condition causing the representation or warranty to be false or misleading is susceptible of being cured, and (iii) if the condition once cured would not cause a Material Adverse Effect, then such false or misleading representation or warranty shall be an Event of Default hereunder only if such condition is not cured within ten (10) days after written notice to Borrower from Lender; provided, however, that if such Default is susceptible of cure but cannot reasonably be cured within such ten (10) day period and Borrower shall have commenced such cure within such ten (10) day period and thereafter diligently and expeditiously proceeds to cure the same, such ten (10) day period shall be extended for a period reasonably required to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (f) if any of the assumptions contained in the Non-Consolidation Opinion or in any New Non-Consolidation Opinion, is or shall become untrue in any material respect; (g) if (i) Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Lessee, Ashford Keys Senior Operating Lessee, Ashford Keys Junior Operating Lessee, or any managing member or general partner of Borrower, Mortgage Borrower, Operating Lessee, Senior Mezzanine Borrower, Ashford Keys Senior Operating Lessee, Ashford Keys Junior Operating Lessee, Guarantor, Ashford Keys Senior Operating Lessee Principal (if any), Ashford Keys Junior Operating Lessee Principal (if any) or any other Recourse Entity shall commence any case, proceeding or other action (A) under any Creditors Rights Laws, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or Borrower, Mortgage Borrower, Operating Lessee, Senior Mezzanine Borrower, any managing member or general partner of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Guarantor, Operating Lessee, Ashford Keys Senior Operating Lessee, Ashford Keys Junior Operating Lessee or any SPE Component Entity (if any) or Ashford Keys Junior Operating Lessee Principal (if any) shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Borrower, Mortgage Borrower, Senior Mezzanine Borrower, any managing member or general partner of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Ashford Keys Senior Operating Lessee, Ashford Keys Junior Operating Lessee, Operating Lessee, Guarantor, or any SPE Component Entity (if any) or Ashford Keys Junior Operating Lessee Principal (if any) any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against Borrower, Mortgage Borrower, Senior Mezzanine Borrower, any managing member or general partner of Borrower, Mortgage Borrower, Operating Lessee, Senior Mezzanine Borrower, Ashford Keys Senior Operating Lessee, Ashford Keys Junior Operating Lessee, Guarantor, or any SPE Component Entity (if any) or Ashford Keys Junior Operating Lessee Principal (if any) any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of any order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) Borrower, Mortgage Borrower, Senior Mezzanine Borrower, any managing member or general partner of Borrower, Operating Lessee, Mortgage Borrower, Ashford Keys Senior Operating Lessee, Senior Mezzanine Borrower, Ashford Keys Junior Operating Lessee, Guarantor, or any Ashford Keys Junior SPE Component Entity (if any) or Ashford Keys Junior Operating Lessee Principal (if any) shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower, Mortgage Borrower, Senior Mezzanine Borrower,, any managing member or general partner of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Ashford Keys Senior Operating Lessee, Ashford Keys Junior Operating Lessee, Guarantor, or any SPE Component Entity (if any) or Ashford Keys Junior Operating Lessee Principal (if any) shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; (h) if Borrower or Ashford Keys Junior Operating Lessee shall be in default beyond applicable notice and grace periods under the applicable Pledge Agreement or other security agreement covering any part of the Collateral, whether it be superior or junior in lien to the Pledge Agreement; (i) unless the same is being contested in accordance with the terms hereof, if any Individual Property or the Collateral becomes subject to any mechanic’s, materialman’s or other Lien other than a Lien for any Property Taxes or Other Charges not then due and payable and the Lien shall remain undischarged of record (by payment, bonding or otherwise) for a period of thirty (30) days; (j) unless the same is being contested in accordance with the terms hereof, if any federal tax lien is filed against Borrower, Mortgage Borrower, Operating Lessee, Ashford Keys Senior Operating Lessee, Senior Mezzanine Borrower, Ashford Keys Junior Operating Lessee, any member or general partner of Borrower, Mortgage Borrower, Operating Lessee, Ashford Keys Senior Operating Lessee, Senior Mezzanine Borrower, Guarantor, or any SPE Component Entity (if any) or any Ashford Keys Junior Operating Lessee Principal (if any) or any Individual Property or the Collateral and same is not discharged of record (by payment, bonding or otherwise) within thirty (30) days after same is filed; (k) unless Lender reasonably determines that the same is adequately covered by insurance, if a judgment is filed against Borrower, Mortgage Borrower, Ashford Keys Junior Operating Lessee, Ashford Keys Senior Operating Lessee, Senior Mezzanine Borrower or Operating Lessee in excess of $100,000 which is not vacated, dismissed, discharged or bonded over within thirty (30) days; (l) if any default occurs under any guaranty or indemnity executed in connection herewith and such default continues after the expiration of the applicable cure period provided in subsection grace periods, if any; (bm) of this section, constitute an Event of Default: if (i) Borrower, Senior Mezzanine Borrower or Operating Lessee shall permit any event within its control or within Mortgage Borrower’s control to occur that would cause any REA to terminate without notice or action by any party thereto or would entitle any party to terminate any REA and the breach term thereof by either party hereto giving notice to Borrower, Mortgage Borrower or Operating Lessee; or (ii) any REA shall be surrendered, terminated or canceled for any reason or under any circumstance whatsoever except as provided for in such REA; or (iii) any term of any REA shall be modified or supplemented without Lender’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; or (iv) Borrower, Mortgage Borrower or Operating Lessee shall fail, within ten (10) Business Days after demand by Lender, to exercise its option to renew or extend the term or to cause Senior Mezzanine Borrower to cause Mortgage Borrower to extend or renew the term of any REA or shall fail or neglect to pursue diligently all actions necessary to exercise such renewal rights pursuant to such REA except as provided for in such REA, in each case, to the extent that the occurrence of same is reasonably likely to have, or does have, a Material Adverse Effect; (n) if Borrower or Senior Mezzanine Borrower breaches the provisions of Section 5.14, Section 5.25 or Section 5.29 hereof; provided, however, no Event of Default shall be deemed to have occurred under this Section 11.1 by reason of any default by Borrower, Mortgage Borrower, Senior Mezzanine Borrower or Operating Lessee under any Management Agreement or Franchise Agreement (including any default under any quality assurance program applicable to such Management Agreement or Franchise Agreement, as the case may be), so long as Borrower (i) is diligently and expeditiously proceeding to cause Senior Mezzanine Borrower to cause Mortgage Borrower to cure such default to the satisfaction of the applicable Manager or Franchisor or (ii) (A) with respect to a Management Agreement, has caused Senior Mezzanine Borrower to cause Mortgage Borrower to terminate, or caused Senior Mezzanine Borrower to cause Mortgage Borrower to accept a termination of, such Management Agreement and caused Senior Mezzanine Borrower to cause Mortgage Borrower to replace Manager with a Qualified Manager pursuant to a Replacement Management Agreement in accordance with Section 5.14(e) hereof and (B) with respect to a Franchise Agreement, has terminated, or accepted a termination of, such Franchise Agreement and replaced Franchisor with a Qualified Franchisor pursuant to a Replacement Franchise Agreement in accordance with Section 5.25(b) hereof or replaced the Franchise Agreement with a Replacement Management Agreement with a Brand Manager; (o) if there shall occur any default by Operating Lessee, as tenant, or Mortgage Borrower, as landlord, under the Operating Lease, in the observance or performance of any material covenantterm, covenant or condition of the Operating Lease on the part of Operating Lessee or undertaking contained hereinMortgage Borrower, as applicable, to be observed or performed and said default is not cured following the expiration of any applicable grace, notice and cure periods therein provided, or if the leasehold estate created by the Operating Lease shall be surrendered or if the Operating Lease shall cease to be in full force and effect or the Operating Lease shall be terminated or canceled for any reason, or if any of the terms, covenants or conditions of the Operating Lease shall in any materially manner be modified, changed, supplemented, altered, or amended in violation of the terms of this Agreement; (p) subject to the terms of the Management Agreement, if Mortgage Borrower or Operating Lessee ceases to operate a hotel on any Property or terminates such business for any reason whatsoever; (q) if any Franchise Agreement or Management Agreement is canceled, terminated or surrendered, expires pursuant to its terms or otherwise ceases to be in full force and effect, unless, in each such case, Operating Lessee or Mortgage Borrower, in connection with such cancellation, termination, surrender, expiration or cessation, enters into a Replacement Franchise Agreement with a Qualified Franchisor or enters into a Replacement Management Agreement with a Qualified Manager, in each case, in accordance with the applicable terms and provisions hereof within sixty (60) days of such cancellation, termination, surrender or expiration of the Franchise Agreement or Management Agreement, as applicable; (r) if Borrower shall continue to be in default under any other term, covenant or condition of this Agreement or any of the Loan Documents not covered in the foregoing clauses of this Section 11.1, for more than ten (10) days after notice from Lender in the case of any default which can be cured by the payment of a sum of money or for thirty (30) days after notice from Lender in the case of any other default, provided that if such default (other than any default which can be cured by the payment of a sum of money) cannot reasonably be cured within such thirty (30) day period and Borrower shall have commenced to cure such default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for so long as it shall require Borrower in the exercise of due diligence to cure such default, it being agreed that no such extension shall be for a period in excess of sixty (60) days; (s) if a Mortgage Loan Event of Default shall occur; or (iit) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An a Senior Mezzanine Loan Event of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other partyoccur. (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreement.

Event of Default. (a) The following shall, after the expiration occurrence of one or more of the applicable cure period provided ---------------- following events shall be an "Event of Default" hereunder: ---------------- (i) if on any Payment Date the funds in subsection (b) of this sectionthe Debt Service Payment Sub-Account are insufficient to pay the Required Debt Service Payment due on such Payment Date; provided, however, that if a Cash Management Event has not occurred, such failure shall not constitute an Event of Default: Default if Borrower shall cure such failure within five (i5) the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; ordays after such Payment Date; (ii) if on any material representation or warranty made by either party shall prove Payment Date Borrower fails to have been or become false or misleading in any material respect. (b) An pay the Required Debt Service Payment due on such Payment Date; provided, however, that if a Cash Management Event of Default has not occurred, such failure shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to if Borrower shall cure the Event of Default such failure within five (5) days after such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party.Payment Date; (ciii) Upon if Borrower fails to pay the occurrence of an Event of Default, outstanding Indebtedness on the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder.Maturity Date; (div) If if on any Payment Date on which Borrower is required under this Agreement is terminated because of to pay a Basic Carrying Costs Monthly Installment, Borrower and/or Operator fails to pay the Basic Carrying Costs Monthly Installment or the Capital Reserve Monthly Installment due on such Payment Date; provided, however, that if a Cash Management Event has not occurred, such failure shall not constitute an Event of Default by Permittee as defined in Section 4.1(a), Permittee if Borrower and/or Operator shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either cure such failure within five (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (905) days after termination such Payment Date; (v) if on the date any payment of a Basic Carrying Cost would become delinquent, unless such Basic Carrying Cost was already paid, the funds in the Basic Carrying Costs Sub-Account are insufficient to make such payment; (vi) the occurrence of the Exchange events identified elsewhere in the Mezzanine Loan Documents as constituting an "Event of Default" hereunder or thereunder; (vii) a Transfer, unless the prior written consent of Mezzanine Lender is obtained (which consent may be withheld with or without cause in Mezzanine Lender's discretion); (viii) if Borrower or Operator fails to pay any other amount payable pursuant to this Agreement or any other Mezzanine Loan Document when due and payable in accordance with the provisions hereof or thereof, as the case may be, and such failure is not remedied within any applicable grace periods; (ix) if any representation or warranty made herein or in any other Mezzanine Loan Document, or in any report, certificate, financial statement or other Instrument, agreement or document furnished by Borrower or Operator in connection with this Agreement. For purposes , the Mezzanine Note or any other Mezzanine Loan Document executed and delivered by Borrower or Operator, shall be false in any material respect as of the date such representation or warranty was made or remade; (x) if Borrower or Operator makes an assignment for the benefit of creditors; (xi) if a receiver, liquidator or trustee shall be appointed for Borrower or Operator or if Borrower or Operator shall be adjudicated as bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by Borrower or Operator or if any proceeding for the dissolution or liquidation of Borrower or Operator shall be instituted; provided, however, -------- ------- that if such appointment, adjudication, petition or proceeding was ---- involuntary and not consented to by Borrower or Operator as the case may be, upon the same not being discharged, stayed or dismissed within 90 days; or if Borrower or Operator shall generally not be paying its debts as they become due; (xii) if either Borrower or Operator attempts to delegate its obligations or assign its rights under this Agreement, any of the other Mezzanine Loan Documents or any interest herein or therein, except as permitted by this Agreement; (xiv) if Borrower or Operator fails to (A) notify Mezzanine Lender of the occurrence of a Default under any of the Mezzanine Loan Documents within ten (10) Business Days of the day on which Borrower or Operator first has knowledge of such Default or (B) give any notice due to any Person under any Mezzanine Loan Document (a) within five (5) Business Days after such notice was due or (b) in accordance with the applicable procedural requirements set forth in the Mezzanine Loan Documents; (xv) if Borrower or Operator shall be in default under any of the other obligations, agreements, undertakings, terms, covenants, provisions or conditions of this Agreement, "Net Losses" means the extent Mezzanine Note, the Mezzanine Mortgages or the other Mezzanine Loan Documents, not otherwise referred to in this Section 7.1, for ten (10) Business Days after written ------- --- notice to Borrower or Operator, as applicable, from Mezzanine Lender or its successors or assigns, in the case of any default which can be cured by the unreimbursed expenses paid payment of a sum of money or incurred by Manager for thirty (30) Business Days after written notice to Borrower or Operator, as applicable, from Mezzanine Lender or its successors or assigns, in the case of any other default (unless otherwise provided herein or in such other Mezzanine Loan Document); provided, however, that if such non-monetary default under this -------- ------- subparagraph is susceptible of cure but cannot reasonably be cured within ------------ such thirty (30) Business Day period and provided further that Borrower shall have commenced to cure such default within such thirty (30) Business Day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) Business Day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such default, but in no event shall such period exceed one hundred twenty (120) days after the original notice from Mezzanine Lender; provided, further, if Borrower or Operator provides to Mezzanine Lender a -------- ------- certificate certifying and demonstrating that Borrower or Operator is diligently attempting to cure such default as determined by Mezzanine Lender in its reasonable discretion and such non-monetary default still is capable of being cured as determined by Mezzanine Lender in its reasonable discretion and if Borrower or Operator, as applicable, is diligently attempting to cure such default, as determined by Mezzanine Lender in its reasonable discretion, such period shall be extended by Mezzanine Lender in its reasonable discretion for an additional period of time not to exceed sixty (60) days; (xvi) if an event or condition specified in Sections 5.1(a)(T) -------- --------- or 5.1(b)(T) shall occur or exist with respect to any Plan or Multiemployer --------- Plan and, as a result of such event or condition, together with all other such events or conditions, Borrower or any ERISA Affiliate shall incur or in the opinion of Mezzanine Lender shall be reasonably likely to incur a liability to a Plan, a Multiemployer Plan or PBGC (or any combination of the foregoing) which would constitute, in the reasonable determination of Mezzanine Lender, a Material Adverse Effect; (xvii) unless resulting from First Mortgage Lender's exercise of its rights under the First Mortgage Loan, if without Mezzanine Lender's prior written consent (A) any management agreement (other than the Management Agreement) is entered into for the Facility or (B) after the execution of a Management Agreement exceed pursuant to Section 5.1(b)(P) there is ------- --------- any change in or termination of such Management Agreement for the Account Receivables collected Facility; (xviii) Intentionally deleted. (xix) if Borrower shall fail to correct, within the time deadlines set by any health, licensing or generated similar agency, any deficiency that justifies either of the following actions by such agency with respect to the Facility and such agency commences a termination of any License; (and less than 90 days oldxx) if the Facility is assessed material fines or penalties (as distinguished from establishment of standard settlement accounts) by Manager as Management fees pursuant any state or health, licensing or similar agency having jurisdiction over Borrower, Operator or the Facility; (xxi) if (A) Borrower shall fail to Article II pay any amount due with respect to the SELCO Debt when due and such failure shall continue beyond any applicable grace period or (B) a default or event of this Agreement.default shall occur with respect to the SELCO Debt which shall continue beyond any applicable grace period or (C) if any of the loan documents evidencing the SELCO Loan is amended without the Mezzanine Lender's prior written consent;

Event of Default. (a) The following shall, after the expiration of the applicable cure period provided in subsection (b) of this section, shall constitute an Event of Default: : (ia) the breach by either party hereto in the observance or performance Recipient shall not have made payment of any material covenant, condition amount due under section 4 within ten (10) days after the same shall become due; or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An Event of Default Recipient shall not have failed to perform or observe (or cause to be deemed performed or observed) any other covenant or agreement required to have occurred until be performed under this Agreement and such failure shall continue for twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying thereof from Provider to Recipient; or (c) Recipient (i) becomes insolvent, (ii) fails to pay its debts when due, (iii) makes any assignment for the event benefit of creditors, (iv) seeks relief under any bankruptcy law or events thatsimilar law for the protection of debtors, if (v) suffers a petition of bankruptcy filed against it that is not cureddismissed within thirty (30) days, would constitute an Event or (vi) suffers a receiver or trustee to be appointed for itself or any of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default its assets, and such default is not materially adverse to the other party. removed within thirty (c30) days. 17. Provider’s Remedies (a) Upon the occurrence of an any Event of Default, Provider may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the nondefaulting party may following remedies, as Provider in its sole discretion shall elect: (i) By notice in writing, terminate this Agreement, unless whereupon all rights of Recipient to the non-defaulting party is also use of the Aircraft or any part thereof shall absolutely cease and terminate, but Recipient shall remain liable as provided in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid Provider, at its option, may enter upon the premises where the Aircraft is located and take immediate possession of and remove the same by Manager through either (i) summary proceedings or otherwise. Recipient specifically authorizes Provider’s entry upon any premises where the Aircraft may be located for the purpose of, and waives any cause of action it may have arising from, a reduction in the purchase price to be paid to Permittee by Manager at the Closing peaceful retaking of the Option Agreement Aircraft. Recipient shall forthwith pay to Provider an amount equal to the total accrued and unpaid Fees and all other accrued and unpaid amounts due hereunder, plus any and all losses and damages incurred or (ii) if there is no Closing sustained by Provider by reason of the Option Agreement, any default by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur Recipient under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreement.

Event of Default. (a) The following shall, after the expiration Each of the applicable cure period provided in subsection (b) of this section, following events shall constitute an event of default hereunder (an “Event of Default:”): (i) if (A) the breach by either party hereto Debt is not paid in full on the Maturity Date; (B) any regularly scheduled monthly payment of interest due under the Note is not paid in full on the applicable Payment Date; provided, however, (x) such nonpayment shall not be an Event of Default unless Borrower has failed to cure the same within five (5) days after notice from Administrative Agent with respect to such nonpayment and (y) so long as there otherwise exists no Event of Default, such nonpayment shall not be an Event of Default if adequate Interest Reserve Funds are available in the observance Account for such interest payment and Administrative Agent fails to debit such funds from the Account in violation of the terms of this Agreement; or performance (C) any prepayment of principal due under this Agreement or the Note is not paid when due or (D) any material covenant, condition or undertaking contained herein; orapplicable Make Whole Fee is not paid when due; (ii) if Borrower shall fail to pay any material other sum payable under this Agreement (not otherwise set forth in Section 7.1(a)(i)) or under any of the other Loan Documents when and as the same shall become due and payable and such failure shall continue for ten (10) days following written notice from Administrative Agent of such failure; (iii) if any of the Taxes or Other Charges are not paid on or before the date the same become delinquent (provided, however, so long as there otherwise exists no Event of Default, such nonpayment shall not be an Event of Default if adequate Tax Reserve Funds are available in the Account for the payment of any such Taxes and Administrative Agent fails to disburse such funds from the Account in violation of the terms of this Agreement); (iv) if (i) the Policies are not kept in full force and effect, or (ii) if evidence of insurance as required pursuant to Section 5.1 hereof is not delivered to Administrative Agent within five (5) Business Days after Administrative Agent notifies Borrower of such failure; (v) if Borrower transfers or encumbers any portion of the Property in violation of the provisions of Section 4.2.10 hereof or Section 8 of the Security Instrument; (vi) if any representation or warranty made by either party Borrower or any Guarantor, made herein, in any other Loan Document or in any certificate, report, financial statement or other instrument, agreement or document furnished to Administrative Agent by Borrower or any Guarantor shall prove to have been or become false or misleading in any material respect.respect when made; provided, that solely with respect to unintentional breaches that are susceptible to cure (it being understood that merely providing correct information shall not, in and of itself, be deemed a cure of any such breach), Borrower shall have thirty (30) days after receipt of notice by Borrower from any source whatsoever that such representation or warranty was false or misleading when made, to cure any such breach; (bvii) An Event if Borrower or Guarantor shall make an assignment for the benefit of Default creditors; (viii) if a receiver, liquidator or trustee shall be appointed for Borrower or Guarantor or if Borrower or Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to the Bankruptcy Code, or any similar federal or State law, shall be filed by or against, consented to, or acquiesced in by, Borrower or Guarantor, or if any proceeding for the dissolution or liquidation of Borrower or Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower or Guarantor the same shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within unless such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default proceeding is not materially adverse to the other party. (c) Upon the occurrence of an Event of Defaultdischarged, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement stayed or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made dismissed within ninety (90) days after termination of commencement of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent same; (ix) if Borrower attempts to which the unreimbursed expenses paid or incurred by Manager assign its rights under this Agreement exceed or any of the Account Receivables collected other Loan Documents or generated any interest herein or therein in contravention of the Loan Documents; (x) if Borrower breaches any of its negative covenants contained in Section 4.2; (xi) (a) any breach of the covenants contained in Sections 4.1.4, 4.1.10, 4.1.13, 4.1.15, 4.1.16, 4.1.18, 4.1.19, 4.1.20, 4.1.22 or 4.1.24 shall occur or (b) any breach of the covenants contained in Sections 4.1.3, 4.1.5, 4.1.6, 4.1.7, 4.1.8, 4.1.9 or 4.1.21 shall occur and less than 90 such breach is not cured within ten (10) days’ written notice from Administrative Agent; (xii) if (A) a default has occurred and continues beyond any applicable cure period under the Management Agreement if such default permits the Manager thereunder to terminate or cancel the Management Agreement, or (B) a default has occurred and continues beyond any applicable cure period under the Asset Management Agreement if such default permits the Asset Manager thereunder to terminate or cancel the Asset Management Agreement; (xiii) if Borrower violates or does not comply with any of the provisions of Section 4.1.23 hereof (except to the extent that any such violation is of an immaterial and non-recurring nature); provided, however, that in the event that Administrative Agent declares an Event of Default with respect to Borrower’s failure to comply with this clause (xiii), interest on the Loan shall not accrue at the Default Rate so long as Borrower causes the Debt to be repaid in full (including, without limitation, by paying any applicable Make Whole Fee) prior to the date that is sixty (60) days oldfrom the date Administrative Agent declares such Event of Default (it being further agreed that if Borrower fails to so repay the Debt in full by such sixtieth (60th) by Manager as Management fees day, interest shall be deemed to have accrued from the date on which the Default under this clause (xiii) occurred); (xiv) [***] (xv) if any federal tax Lien or state or local income tax Lien is filed against Borrower, Guarantor or the Property and same is not discharged of record within thirty (30) days after same is filed (xvi) (A) Borrower fails to timely provide Administrative Agent with the written certification and evidence referred to in Section 4.2.8 hereof, (B) Borrower is a Plan or its assets constitute Plan Assets; or (C) Borrower consummates a transaction which would cause the Security Instrument or Administrative Agent or Lenders exercise of its rights under the Security Instrument, the Note, this Agreement or the other Loan Documents to constitute a nonexempt prohibited transaction under ERISA or result in a violation of a State statute regulating governmental plans, subjecting Lenders to liability for a violation of ERISA, the Code, a State statute or other similar law; (xvii) if Borrower shall fail to deliver to Administrative Agent the estoppel certificates required pursuant to Article II the terms of Section 4.1.12(a) hereof; (xviii) if any default occurs under the Guaranty, the Environmental Indemnity or any other Loan Document and such default continues after the expiration of applicable grace periods, if any; (xix) if Borrower shall be in default beyond applicable notice and grace periods under any other mortgage, deed of trust, deed to secure debt or other security agreement covering any part of the Property whether it be superior or junior in lien to the Security Instrument; (xx) with respect to any term, covenant or provision set forth in this Agreement which specifically contains a notice requirement or grace period, if Borrower shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period; (xxi) intentionally omitted; (xxii) intentionally omitted; (xxiii) if (A) an uninsured judgment is entered against Borrower involving in the aggregate a liability in excess of $250,000.00, and the same shall not have been vacated, bonded, satisfied or stayed pending appeal within forty-five (45) from the date of the entry of such judgment; or (B) an uninsured judgment is entered against any Guarantor involving in the aggregate a liability in excess of $50,000,000.00, and the same shall not have been vacated, bonded, satisfied or stayed pending appeal within forty-five (45) from the date of the entry of such judgment; (xxiv) intentionally omitted; (xxv) if Borrower executes any conditional ▇▇▇▇ of sale, chattel mortgage or other security instrument covering any personal property, or files a financing statement publishing notice of such security instrument, or purchases any of such personal property so that ownership of the same shall not vest unconditionally in Borrower, free from encumbrances, on delivery to the Property; or if Borrower does not furnish to Administrative Agent, upon demand, the contracts, bills of sale, statements, receipted vouchers or agreements, or any of them, under which Borrower claims title to such personal property, and the same is not cured within thirty (30) days after Borrower receives notice of any such encumbrance; 57 (xxvi) if any final, non-appealable order or decree of judgment is rendered in any judicial or administrative proceeding declaring the Property (or any portion thereof) to be in violation of any Legal Requirements and the same is not cured within forty-five (45) days of said order or decree or such longer period of time as provided in such order or decree; (xxvii) the occurrence of a Financial Covenant Event of Default (as defined in the Guaranty), subject to the cure periods set forth in the Guaranty; (xxviii) from and after the Building Loan Closing Date, if applicable, the occurrence, under the Building Loan Agreement, of an “Event of Default,” as such term is defined therein; (xxix) [***] (xxx) if Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this AgreementAgreement not specified in subsections (i) to (xxix) above for ten (10) days after notice to Borrower from Administrative Agent, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Administrative Agent in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed ninety (90) days.

Event of Default. (a) The following shall, after the expiration Any one or more of the applicable cure period provided in subsection (b) of this section, following events shall constitute an "Event of Default" hereunder: (i) 7.1.1 Borrower or Manager fails to pay all Net Cash Flow to Lender or any other monetary obligation payable by Borrower or Manager under the breach by either party hereto Loan Documents within 10 days after the date that such payment is due. 7.1.2 Borrower fails to comply with any covenant set forth in the observance Section 5.4 or performance Article 6 and Borrower or Manager fails to comply with any covenant set forth in Sections 2.3, 5.5 and 5.6 of this Agreement. 7.1.3 Borrower fails to observe and perform any material other covenant, condition or undertaking contained hereinagreement under the Loan Documents to be performed by Borrower and [i] continuance of such failure for a period of 30 days after written notice thereof is given to the Borrower by the Lender; or [ii] if, by reason of the nature of such default the same cannot be remedied within the said 30 days, Borrower fails to proceed with reasonable diligence (reasonably satisfactory to Lender) after receipt of the notice to cure the same or, in any event, fails to cure such default within 60 days after receipt of the notice. The foregoing notice and cure provisions do not apply to any Event of Default otherwise specifically described in any other subsection of Section 7.1. 7.1.4 [i] The filing by Borrower of a petition under 11 U.S.C. or the commencement of a bankruptcy or similar proceeding by Borrower; [ii] the failure by Borrower within 60 days to dismiss any involuntary bankruptcy petition or other commencement of a bankruptcy, reorganization or similar proceeding against Borrower or to lift or stay any execution, garnishment or attachment of the Facility; [iii] the entry of an order for relief under 11 U.S.C. in respect of Borrower; [iv] assignment by Borrower for the benefit of its creditors; [v] the entry by Borrower into an agreement of composition with its creditors; [vi] the approval by a court of competent jurisdiction of a petition applicable to Borrower in any proceeding for its reorganization instituted under the provisions of any state or federal bankruptcy, insolvency, or similar laws; or [vii] appointment by final order, judgment or decree of a court of competent jurisdiction of a receiver of the whole or any substantial part of the properties of Borrower (provided such receiver shall not have been removed or discharged within 60 days of the date of his qualification). 7.1.5 [i] Any receiver, administrator, custodian or other person takes possession or control of all or part of any Facility and continues in possession for 60 days; [ii) if ] any material writ against all or part of any Facility is not released within 60 days; [iii] any final, non-appealable judgment is rendered 7.1.6 Any representation or warranty made by either party Borrower in the Transaction Documents, any security for the Loan, or any report, certificate, application, financial statement or other instrument furnished by Borrower pursuant hereto or thereto shall prove to have been be false, misleading or become false or misleading incorrect in any material respectrespect as of the date made. 7.1.7 Borrower, Tenant or any Affiliate defaults on any indebtedness or obligation to Lender or any Lender Affiliate, any agreement with Lender or any Lender Affiliate or any Affiliate Obligation, or Borrower or Tenant defaults under any Transaction Document, (bin each case limited to the indebtedness, obligations, agreements and documents relating to the Current Phase) An Event of Default shall not be deemed and any applicable grace or cure period with respect to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event default under such indebtedness, obligation or events that, if not agreement expires without such default having been cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period provision applies to all such indebtedness, obligations and agreements as they may be extended for a reasonable period of amended, modified, extended, or renewed from time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other partytime. 7.1.8 Any guarantor (cif any) Upon of the occurrence of an Event of DefaultLoan dies, the nondefaulting party may terminate this Agreementdissolves, unless the non-defaulting party terminates, is also adjudicated incompetent, files a petition in default hereunder. (d) If this Agreement bankruptcy, or is terminated because of an Event of Default by Permittee as defined in Section 4.1(a)adjudicated insolvent under 11 U.S.C. or any other insolvency law, Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction or fails to comply with any covenant or requirement set forth in the purchase price to be paid to Permittee by Manager at guaranty of such guarantor, and in the Closing case of the Option Agreement death or (ii) if there is no Closing incompetency of the Option Agreementa personal guarantor only, by payment from Permittee Borrower fails within 90 30 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent deliver to which the unreimbursed expenses paid Lender a substitute guaranty or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant other collateral reasonably satisfactory to Article II of this AgreementLender.

Event of Default. (a) The following shall, after the expiration of the applicable cure period provided in subsection (b) of this section, constitute an Event of Default: (i) the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An Event of Default Subtenant shall not be deemed to be in default hereunder unless one or more of the following events ("Event of Default") shall have occurred until occurred: (A) Failure on the part of Subtenant to pay the Subrent or any other sum of money called for herein when due and the continuation of such default for five days after notice from Sublandlord; (B) Failure on the part of Subtenant to observe or perform any other covenant, agreement or undertaking of the Subtenant contained in this Sublease or the Master Lease, and the continuation of such failure for twenty days after notice from Sublandlord (20or such shorter period specified in the Master Lease), provided that, to the extent permitted under the Master Lease, if such default cannot reasonably be cured within such twenty day (or shorter) period, Subtenant shall not be in default hereunder if Subtenant commences to cure within such twenty day (or shorter) period and prosecutes the cure to completion in good faith and with due diligence; (C) If Subtenant abandons or ceases business operations within the Premises (beyond any applicable grace periods) at any time during the Term of this Sublease or any renewal thereof; (D) If Subtenant shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or in any action or proceeding shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal or state bankruptcy, reorganization or debt reduction law, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Subtenant or of all or substantially all of Subtenant's property or of the Premises; and (E) If within 60 days after the nondefaulting party has provided commencement of any proceeding against Subtenant seeking any reorganization, arrangement, composition, readjustment, liquidation, debt adjustment, dissolution or similar relief under any present or future federal or state law, such proceeding shall not have been dismissed; or if, within 60 days after the defaulting party with written notice specifying the event appointment, without consent or events thatacquiescence of Subtenant, if not curedof any trustee, would constitute an Event receiver or liquidator of Default and specifying the action necessary to cure the Event Subtenant or of Default within such period. This period may be extended for a reasonable period all or substantially all of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing Subtenant's property or of the Option Agreement Premises, such appointment shall not have been vacated; or (ii) if there is no Closing of the Option Agreementif, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) 60 days after termination the expiration of the Exchange Agreement. For purposes of this Agreementany such stay, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementsuch appointment shall not have been vacated.

Event of Default. (a) The following shallIt is hereby mutually covenanted and agreed, after the expiration that that any or all of the applicable cure period provided in subsection (b) of this section, constitute following shall be an “Event of Default” by Tenant: (i) the breach if Tenant should fail to pay promptly when and as due any payment of Basic Monthly Rental, Additional Rent or other sums payable by either party hereto Tenant hereunder (a “Monetary Default”), and if such Monetary Default is not fully cured within five (5) business days after written notice thereof from Landlord to Tenant (except that Landlord need not give Tenant more than two (2) notices of non-payment of monthly rent installments in the observance any one Lease Year, it being agreed an Event of Default shall exist without regard to such notice as concerns more than two (2) monthly rent defaults in a Lease Year); or performance of any material if Tenant shall fail promptly and timely to keep and perform each and every covenant, condition and agreement not involving payment of money (a “Non-Monetary Default”) herein contained and on the part of Tenant to be kept and performed, and if such Non-Monetary Default is not fully cured within thirty (30) days after written notice from Landlord to Tenant (or undertaking contained hereinwithin such additional time as reasonably needed to cure same if Tenant acts diligently to and does cure same promptly and holds Landlord harmless from all liability and expense arising from such default and the existence thereof is not a default under any deed of trust on the Demised Premises and does not materially adversely affect the value, safety or security of the Demised Premises nor cause disturbance to other tenants of the Building or neighboring buildings); or if Tenant fails to keep in force any insurance herein required and such default is not cured within five (5) business days after written notice, or if any act or omission of Tenant causes unreasonable interference with the use, occupancy or quiet enjoyment of any other tenant of the Building or of any neighboring building and is not abated within five (5) business days after written notice from Landlord; or (ii) if Tenant shall abandon or evidence any material representation or warranty made by either party shall prove intention to have been or become false or misleading in abandon the Demised Premises and fail to pay any material respect.Rent due under the Lease; or, (biii) An Event of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the Tenant’s estate hereby created shall be taken on execution or other party.process or law; or (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (iiiv) if there is no Closing shall occur any of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails events described in Section 5 hereof which entitle Landlord to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of terminate this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees Lease pursuant to Article II of this Agreement.said Section 5;

Event of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default”: (a) The following shallTenant fails to pay when due any Rent, and such default continues for 5 Business Days after the expiration receipt of the applicable cure period provided written notice from Landlord; provided, however, that Tenant shall not be entitled to more than 2 notices of a delinquency in subsection a monetary obligation during any 12-month period, and if thereafter any Rent is not paid when due, an Event of Default shall be considered to have occurred even though no notice thereof is given; (b) Tenant fails to comply with its obligations under any provision of this sectionLease or any other agreement between Landlord and Tenant not requiring the payment of money, constitute and such failure continues for a period of 30 days after written notice of such default is delivered to Tenant; provided, however, if such condition cannot reasonably be cured within such 30-day period, it instead shall be an Event of Default:Default if Tenant fails to commence to cure such condition within such 30 day period and thereafter fails to prosecute such action diligently and continuously to completion; (c) If (i) Tenant makes a general assignment or general arrangement for the breach benefit of creditors, (ii) a petition for adjudication of bankruptcy or for reorganization or rearrangement is filed by either party hereto or against Tenant and is not dismissed within 90 days, (iii) a trustee or receiver is appointed to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease and possession is not restored to Tenant within 90 days or (iv) substantially all of Tenant’s assets located at the observance Premises or performance of Tenant’s interest in this Lease is subjected to attachment, execution or other judicial or non-judicial seizure which is not discharged within 90 days; (d) This Lease or the estate of Tenant hereunder shall be transferred to or shall pass to or devolve upon any material covenant, condition or undertaking contained hereinPerson in violation of Section 13 of this Lease; (e) Tenant abandons the Premises for a period in excess of 30 days; or (iif) if any material representation Any event which is expressly defined as or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An Event of Default shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this AgreementLease.

Event of Default. Each of the following constitutes an event of default (“Event of Default”) under this Mortgage: (a) The following shallMortgagor’s failure to pay any installment of principal or interest or any other amount required under the Note, after the expiration of the applicable cure period provided in subsection (b) of this sectionMortgage or any other Loan Document when due and payable, constitute an Event of Default: (i) the breach whether at maturity or by either party hereto in the observance acceleration or performance of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect.otherwise; (b) An Event of Default shall not be deemed Mortgagor’s failure to have occurred until twenty perform or observe any other covenant, agreement, representation, warranty or other provision contained in the Note, this Mortgage (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute other than an Event of Default described elsewhere in this Paragraph 18) or the other Loan Documents, and specifying such failure continues for more than 10 days following written notice thereof given by Bank to Mortgagor, unless the action necessary Event of Default is not capable of being cured within 10 days, Mortgagor commences to cure the Event of Default within such period. This period may be extended for a reasonable period said 10 days and thereafter Mortgagor diligently prosecutes the cure of the Event of Default, in which event Mortgagor will have additional time if the defaulting party as is acting in ▇▇▇▇ ▇▇▇▇▇ reasonably necessary, not to exceed 10 days, to cure such Event of Default; provided, however, that the default and such default is 10 day cure period does not materially adverse apply to the other party.subparagraphs of this Paragraph 18; (c) Upon the occurrence of any breach of any representation or warranty contained in this Mortgage or any other Loan Document; (d) the occurrence of a Prohibited Transfer; (e) the entry by a court having jurisdiction of a decree or order for relief in respect of Mortgagor in any involuntary case brought under any bankruptcy, insolvency, debtor relief, or similar law; or if Mortgagor, or any person in control of Mortgagor: (i) files a voluntary petition in bankruptcy, insolvency, debtor relief or for arrangement, reorganization or other relief under the Federal Bankruptcy Act or any similar state or federal law; (ii) consents to or suffers the appointment of or taking possession by a receiver, liquidator, or trustee (or similar official) of the Mortgagor or for any part of the Property or any substantial part of the Mortgagor’s other property; (iii) makes any assignment for the benefit of Mortgagor’s creditors; or (iv) fails generally to pay Mortgagor’s debts as they become due; (f) the attachment, seizure, or levy of all or a substantial part of Mortgagor’s assets; (g) the dissolution or termination of existence of Mortgagor, voluntarily or involuntarily, or the amendment or modification in any respect of the corporate documents of Mortgagor that would or may adversely affect Mortgagor’s performance of its obligations under the Note, this Mortgage or the other Loan Documents; or (h) the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing any of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this AgreementLoan Documents.

Event of Default. The occurrence of any one or more of the following events shall constitute an "Event of Default" hereunder: (a) The following shall, after Borrower shall fail to pay any principal payable hereunder that is due on the expiration of the applicable cure period provided in subsection (b) of this section, constitute an Event of Default: (i) the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respect.Loan Maturity Date; (b) An Event of Default Borrower shall not be deemed fail to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events thatpay any other principal payable hereunder, if not curedincluding mandatory prepayments described above, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended failure shall continue for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party.five (5) calendar days; (c) Upon the occurrence Borrower, shall fail to pay when due any installment of an Event interest or other amount payable hereunder, and such failure shall continue for a period of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder.five (5) calendar days; (d) If this Agreement is terminated because of an Event of Default Borrower shall fail to observe or perform any other obligation to be observed or performed by Permittee as defined it hereunder, or in Section 4.1(a)the Notes, Permittee and such failure shall pay Manager continue for all Net Losses incurred under this Agreement and paid by Manager through ten (10) calendar days after either (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing notice of the Option Agreement such failure from any one of Lenders, or (ii) if there is no Closing Borrower was otherwise notified or became aware of the Option such failure; (e) Any financial statement, representation, warranty, or certificate made or furnished by or with respect to Borrower to Lenders in connection with this Agreement, by payment from Permittee within 90 days or as inducement to Lenders to enter into this Agreement, or in any separate statement or document to be delivered to Lenders hereunder, shall be materially false, incorrect, or incomplete when made; (f) Borrower shall admit in writing its inability to pay its debts as they mature or shall make an assignment for the benefit of termination creditors; (g) Proceedings in bankruptcy, or for reorganization of Borrower or for the Option Agreement. Likewise, if closing fails to occur readjustment of any of its debts under the Exchange Agreement and Manager's parent company is Bankruptcy Code, as amended, or any part thereof, or under any other laws, whether state or federal, for the relief of debtors, now or hereafter existing, shall be commenced against or by Borrower, and, except with respect to any such proceedings instituted by Borrower, shall not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made be discharged within ninety (90) days after termination of their commencement; or (h) A receiver or trustee shall be appointed for Borrower or for any substantial part of its assets, or any proceedings shall be instituted for the Exchange Agreement. For purposes dissolution or the full or partial liquidation of this AgreementBorrower, "Net Losses" means and except with respect to any such appointments requested or instituted by Borrower, such receiver or trustee shall not be discharged within ninety (90) days of his appointment, and except with respect to such proceedings instituted by Borrower, such proceedings shall not be discharged within ninety (90) days of their commencement, or Borrower shall discontinue business or materially change the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II nature of this Agreementits business.

Event of Default. (a) The following shall, after the expiration occurrence of any of the applicable cure period provided in subsection following events (b) of this section, constitute each an “Event of Default”) shall constitute a default by Tenant: 17.1.1 Failure by Tenant to pay rent when due. Notwithstanding the foregoing, or any other provision in this Lease to the contrary, for not than two *2) occasions during any twelve (i12) month period of the breach term of this Lease, as extended, if any rental is not received when due, Landlord shall notify Tenant, in writing, and Tenant shall have ten (10) days from the date of receipt of Landlord’s notice to cure any such failure to pay rental. If rental is not received within ten (10) day period following Landlord’s notice, then Tenant shall be in default. 17.1.2 Failure by either party hereto Tenant to perform or comply with any provision of this Lease (other than as set forth in the observance or performance of any material covenant, condition or undertaking contained herein; or (iiSubsection 17.1.1) if any material representation or warranty made by either party shall prove the failure is not cured within thirty (30) days after notice has been given to have been or become false or misleading in any material respect. (b) An Event of Default Tenant. If, however, the failure cannot reasonably be cured within the cure period, Tenant shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, in default of this Lease if not cured, would constitute an Event of Default and specifying the action necessary Tenant commences to cure the Event of Default failure within such period. This the cure period may be extended for a reasonable period of time if the defaulting party is acting and diligently and in ▇▇▇▇ ▇▇▇▇▇ good faith continues to cure the default and such default is not materially adverse to the other partyfailure. (c) Upon 17.1.3 A default by Tenant under any other lease in which Landlord is the occurrence landlord and Tenant is the tenant. 17.1.4 To the extent permitted by law, a general assignment by Tenant or any guarantor of an Event the Lease for the benefit of Defaultcreditors, or the nondefaulting party may terminate this Agreementfiling by or against Tenant or any guarantor of any proceeding under any insolvency or bankruptcy law, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either (i) a reduction in the purchase price case of a proceeding filed against Tenant or any guarantor the same is dismissed within sixty (60) days, or the appointment of a trustee or receiver to be paid to Permittee by Manager at the Closing take possession of all or substantially all of the Option Agreement assets of Tenant or any guarantor, unless possession is restored to Tenant or such guarantor within (ii30) if there days, or any execution or other judicially authorized seizure of all or substantially all of Tenant’s assets located upon the Premises or of Tenant’s interest in this Lease, unless such seizure is no Closing discharged within thirty (30) days, or any execution or other judicially authorized seizure of all or substantially all of Tenant’s assets located upon the Option AgreementPremises or of Tenant’s interest in this Lease, by payment from Permittee unless such seizure is discharged within 90 days of termination of the Option Agreementthirty (30) days. LikewiseAny notice delivered pursuant to this Section 17.1 shall be in lieu of, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreementaddition to, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred any notice that otherwise may be required by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreementlaw.

Event of Default. (a) The following shall, after the expiration Each of the applicable cure period provided in subsection (b) of this section, following events shall constitute an event of default hereunder (an “Event of Default:”): (i) if (A) any Monthly Debt Service Payment Amount is not paid on or before the breach by either party hereto date when due, (B) the Debt is not paid in full on the Maturity Date, or (C) during a Cash Sweep Period, the monthly deposit (if any) to the Ground Lease Reserve Account is not paid in full on or before the date when due or (D) any other portion of the Debt not specified in the observance foregoing subclause (A), subclause (B) or performance subclause (C) is not paid on or prior to the date when the same is due with such failure continuing for five (5) Business Days after ▇▇▇▇▇▇ delivers written notice thereof to Borrower, (provided, it shall not be an Event of Default if there are sufficient funds in the Cash Management Account or the Excess Cash Flow Reserve Account to pay any material covenant, condition such amounts prior to the date upon which such payment becomes delinquent and Lender is required to use such amounts for the payment of such amount hereunder and Servicer or undertaking contained herein; orLender fails to make such payment in accordance with the Loan Documents); (ii) if any of the (A) real property Taxes are not paid when the same become delinquent, subject to Borrower’s rights to contest same as provided herein (provided, it shall not be an Event of Default if there are sufficient funds in the Tax and Insurance Reserve Account to pay such Taxes prior to the date upon which such payment becomes delinquent and Lender is required to use such amounts for the payment of such Taxes hereunder and Servicer or Lender fails to make such payment in accordance with the Loan Documents) or (B) material Other Charges are not paid on or prior to the date when the same become delinquent with such failure continuing for five (5) Business Days after ▇▇▇▇▇▇ delivers written notice thereof to Borrower; (iii) if the Policies are not kept in full force and effect to the extent required by, and subject to, Section 6.1 hereof; provided, it shall not be an Event of Default if there are sufficient funds in the Tax and Insurance Reserve Account or the Excess Cash Flow Reserve Account to pay for such Policies and Lender is required to use such amounts for the payment of such Policies hereunder and Servicer or Lender fails to make such payment in accordance with the Loan Documents; (iv) if Borrower shall fail to deliver to Lender certificates of insurance evidencing the Policies and such other documentation as reasonably requested by Lender in respect of the Policies within the applicable time periods set forth in Section 6.1(b). hereof and such failure is not cured within ten (10) Business Days of receipt of notice from Lender to Borrower; provided, it shall not be an Event of Default if Borrower is unable to deliver such certificates of insurance and/or other documentation as a result of (1) the Policies no longer being in effect, (2) there are or were sufficient funds in the Tax and Insurance Reserve Account or the Excess Cash Flow Reserve Account to pay for such Policies and (3) Lender is required to use such amounts for the payment of such Policies hereunder and Servicer or Lender fails to make such payment in accordance with the Loan Documents; (v) if any Transfer is consummated in violation of the provisions of Section 5.2.10 hereof; provided, however, that if such violation arises solely from a failure to provide any required notice or information (other than KYC Searches) pursuant to the applicable provisions of the Loan Documents with respect to a Transfer that is otherwise permitted in accordance with the terms of this Agreement (including, without limitation, a Permitted Transfer), then, without limiting clause (xiv) below, such violation shall not constitute an Event of Default pursuant to this clause (v); (vi) if any representation or warranty made by either party Borrower herein or by Borrower or Guarantor in any other Loan Document, or in any certificate or other instrument or agreement made by Borrower or Guarantor in favor of Lender in connection with the Loan shall prove to have been or become false or misleading in any material respect. adverse respect as of the date the representation or warranty was made, provided (bx) An that if such untrue representation or warranty is susceptible of being cured or corrected, Borrower or Guarantor, as applicable, shall have the right to cure such representation or warranty within thirty (30) days of receipt of notice from Lender to Borrower and (y) with respect to any representation or warranty made by Guarantor which shall have been false or misleading in any material adverse respect as of the date the representation or warranty was made (a “Guarantor Misrepresentation”), it shall not be an Event of Default under this Section 8.1(a)(vi) if any other Guarantor and/or one or more Replacement Sponsor Guarantors, Replacement Affiliate Guarantors and/or Replacement Guarantors shall have assumed or otherwise agreed to become liable for all of the liabilities and obligations of the Guarantor who made such Guarantor Misrepresentation under the Loan Documents executed by such Guarantor, in each instance, in accordance with the terms hereunder and the terms of the Guaranty and such other Guarantor, Replacement Sponsor Guarantor, Replacement Affiliate Guarantor or Replacement Guarantor is able to make the representation or warranty that was the subject of the Guarantor Misrepresentation; (vii) if Borrower or any SPE Constituent Entity shall make an assignment for the benefit of creditors; (viii) if a receiver, liquidator or trustee shall be appointed for Borrower or any SPE Constituent Entity or if Borrower or any SPE Constituent Entity shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to the Bankruptcy Code shall be filed by or against or consented to by Borrower or any SPE Constituent Entity, or if any proceeding for the dissolution or liquidation of Borrower or any SPE Constituent Entity shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower or any SPE Constituent Entity it shall only be an Event of Default upon the same not being discharged, stayed or dismissed within ninety (90) days; (ix) only upon the declaration by Lender that the same constitutes an Event of Default (which declaration may be made by Lender in its sole discretion) if (A) any Guarantor shall make an assignment for the benefit of creditors or if, (B) a receiver, liquidator or trustee shall be appointed for any Guarantor or if any Guarantor shall be adjudicated a bankrupt or insolvent, or if (C) any petition for bankruptcy, reorganization or arrangement pursuant to the Bankruptcy Code shall be filed by or against or consented to by any Guarantor, or if (D) any proceeding for the dissolution or liquidation of any Guarantor shall be instituted (a “Guarantor Bankruptcy Event”); provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by such Guarantor, upon the same not being discharged, stayed or dismissed within ninety (90) days; and provided, further, it shall not be deemed an Event of Default under this Section 8.1(a)(ix) if any other Guarantor and/or any one or more Replacement Sponsor Guarantors, Replacement Affiliate Guarantors and/or Replacement Guarantors shall have assumed or otherwise agreed to become liable for all of the liabilities and obligations of the Guarantor subject to such Guarantor Bankruptcy Event under the Loan Documents executed by such Guarantor, in each instance, in accordance with the terms hereunder, and the terms of the Guaranty; (x) if Borrower or Guarantor voluntarily assigns in writing its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in violation of the Loan Documents, provided, it shall not be an Event of Default under this Section 8.1(a)(x) if with respect to such an assignment by Guarantor, any other Guarantor and/or any one or more Replacement Sponsor Guarantors, Replacement Affiliate Guarantors and/or Replacement Guarantors shall have occurred until twenty assumed or otherwise agreed to become liable for all of the liabilities and obligations of the Guarantor subject to such assignment under the Loan Documents executed by such Guarantor, in each instance, in accordance with the terms hereunder, and the terms of the Guaranty; (20xi) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events thatif Borrower breaches any covenant contained in Section 5.1.28 hereof, if provided, however, that any such breach shall not cured, would constitute an Event of Default (A) if such breach is inadvertent and specifying non-recurring, (B) if such breach is curable, if Borrower shall promptly cure such breach within thirty (30) days after Borrower obtains knowledge of such breach, and (C) upon the action necessary written request of ▇▇▇▇▇▇, if Borrower promptly delivers to cure Lender an Additional Insolvency Opinion or a modification of the Insolvency Opinion to the effect that such breach shall not alter the conclusions set forth in the opinions rendered in the Insolvency Opinion, which opinion or modification and the counsel delivering such opinion and modification shall be acceptable to Lender in its sole discretion; (xii) with respect to any term, covenant or provision set forth herein or in any other Loan Document which specifically contains a notice requirement or grace period, if Borrower shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period, provided, however, if such provision does not specifically provide that Borrower’s default under such term, covenant or condition beyond such notice requirement and/or grace period constitutes an immediate Event of Default, clause (xvi) of this Section 8.1(a) shall apply; (xiii) if any of the factual assumptions related to Borrower contained in the Insolvency Opinion delivered to Lender in connection with the Loan, or in any Additional Insolvency Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect, provided, however, that any such breach shall not constitute an Event of Default (A) (i) if such breach is inadvertent and nonrecurring or (ii) if such breach is curable, if Borrower shall promptly cure such breach within thirty (30) days after Borrower obtains knowledge of such period. This period may be extended for a reasonable period breach, and (B) upon the written request of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇, if Borrower promptly delivers to Lender an Additional Insolvency Opinion or a modification of the Insolvency Opinion to the effect that such breach shall not alter the conclusions set forth in the opinions rendered in the Insolvency Opinion, which opinion or modification and the counsel delivering such opinion and modification shall be acceptable to Lender in its sole discretion; (xiv) if a material default by ▇▇▇▇▇▇▇▇ has occurred and continues beyond any applicable notice or cure period under the Management Agreement (or any Replacement Management Agreement) that permits the Manager thereunder to terminate or cancel the Management Agreement (or any Replacement Management Agreement) or the term of the Management Agreement (or any Replacement Management Agreement) expires and Lender delivers a written notice of Event of Default in connection therewith to Borrower (a “Management Default Election Notice”) (unless, within forty-five (45) days after receipt of such Management Default Election Notice, (I) Borrower and a new Qualified Manager enter into a Replacement Management Agreement in accordance with Section 5.1.22, (II) ▇▇▇▇▇▇▇▇ has elected to release the applicable Individual Property released in accordance with Section 2.6.1(c) hereof and releases the Individual Property in accordance with the provisions thereof or (III) the applicable Manager waives such material default); (xv) if a material default by Borrower has occurred and continues beyond any applicable notice or cure period under any REA that permits any other party to such REA to enforce the REA against Borrower in a manner that is reasonably expected to have an Individual Material Adverse Effect with respect to any Individual Property or an Aggregate Material Adverse Effect, and ▇▇▇▇▇▇ delivers a written notice of Event of Default in connection therewith to Borrower (a “REA Default Election Notice”) (unless, within forty-five (45) days after receipt of such REA Default Election Notice, (I) Borrower has cured such material default under the REA, (II) Borrower has elected to release the applicable Individual Property released in accordance with Section 2.6.1(c) hereof and releases the Individual Property in accordance with the provisions thereof or (III) the applicable counterparty waives such material default); (xvi) if Borrower continues to be in Default under any of the other terms, covenants or conditions of this Agreement or the other Loan Documents not specified in clauses (i) to (xv) above or (xvii) to (xix) below, and such Default shall continue for ten (10) days (or such longer period as expressly provided for in this Agreement or in the Loan Documents) after written notice to Borrower from Lender, in the case of any such Default which can be cured by the payment of a sum of money, or for thirty (30) days after written notice to Borrower from Lender in the case of any other Default; provided, however, that if such non‑monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the default and same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed ninety (90) days; provided, with respect to any such default is not materially adverse to hereunder or under any of the other party. Loan Documents which is caused solely by actions or omissions of Guarantor (c) Upon the occurrence of an Event of a “Guarantor Default”), the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of it shall not be an Event of Default by Permittee as defined in under this Section 4.1(a)8.1(a)(xvii) if any other Guarantor and/or any one or more Replacement Sponsor Guarantors, Permittee Replacement Affiliate Guarantors and/or Replacement Guarantors shall pay Manager have assumed or otherwise agreed to become liable for all Net Losses incurred of the liabilities and obligations of the Guarantor who caused such Guarantor Default hereunder or under this the Loan Documents executed by such Guarantor, in each instance, in accordance with the terms hereunder and the terms of the Guaranty; and (xvii) if Borrower shall fail to obtain and/or maintain the Interest Rate Protection Agreement and paid by Manager through either or Replacement Interest Rate Protection Agreement, as applicable, as required pursuant to Section 2.2.7 hereof. (ixviii) a reduction if the applicable Individual Borrower materially breaches or materially defaults in the purchase price to be paid to Permittee by Manager at performance of any condition or obligation of such Individual Borrower contained in the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement Ground Lease and Manager's parent company is not in such material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (90) days after termination of the Exchange Agreement. For purposes of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this Agreement.or

Event of Default. (a) The following shall, after the expiration of the applicable cure period provided Tenant shall not be deemed to be in subsection (b) of this section, constitute default hereunder unless an Event of Default, as hereinafter specified, has occurred. Each of the following shall constitute and “Event of Default” by Tenant hereunder: (ia) Failure on the breach by either party hereto in part of Tenant to pay the observance Rent or performance of any material covenant, condition or undertaking contained herein; or (ii) if any material representation or warranty made by either party shall prove to have been or become false or misleading in any material respectperform the services which are described as Additional Rent. (b) An Event Failure on the part of Default shall not Tenant to comply with or perform any other term, covenant, condition or agreement to be deemed to have occurred until twenty complied with or performed by Tenant and continuance of such failure for thirty (2030) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events thatfrom Landlord to Tenant, or, if the failure is of such a character as cannot curedreasonably be cured within said thirty (30) days, would constitute an Event of Default and specifying failure to initiate within said thirty (30) day period such action as reasonably can be taken toward curing the same and/or failure to prosecute such action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party as promptly as is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default reasonably possible after said action is not materially adverse to the other partyinitiated. (c) Upon the occurrence of an Event of Default, the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an any Event of Default by Permittee as defined shall have occurred and shall be continuing, then or at any time thereafter Landlord may give Tenant written notice of Landlord’s intention to terminate this Lease on a date specified in Section 4.1(a)such notice, Permittee which date shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either not be less than thirty (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (9030) days after termination the date of giving of such notice, and upon the giving of such notice and the expiration of said thirty (30) day period, the Term hereof and the estate hereby granted shall expire on the date so specified in said notice with the same effect as if the date specified in said notice were the date hereinbefore fixed for the expiration of the Exchange Agreement. For purposes term of this Agreement, "Net Losses" means the extent to which the unreimbursed expenses paid or incurred by Manager under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this AgreementLease.

Event of Default. (a) The following shall, after the expiration occurrence of one or more of the applicable cure period provided ---------------- following events shall be an "Event of Default" hereunder: ---------------- (i) if on any Payment Date the funds in subsection (b) of this sectionthe Debt Service Payment Sub-Account are insufficient to pay the Required Debt Service Payment due on such Payment Date; provided, however, that if a Cash Management Event has not occurred, such failure shall not constitute an Event of Default: Default if Borrower shall cure such failure within five (i5) the breach by either party hereto in the observance or performance of any material covenant, condition or undertaking contained herein; ordays after such Payment Date; (ii) if on any material representation or warranty made by either party shall prove Payment Date Borrower fails to have been or become false or misleading in any material respect. (b) An pay the Required Debt Service Payment due on such Payment Date; provided, however, that if a Cash Management Event of Default has not occurred, such failure shall not be deemed to have occurred until twenty (20) business days after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to if Borrower shall cure the Event of Default such failure within five (5) days after such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party.Payment Date; (ciii) Upon if Borrower fails to pay the occurrence of an Event of Default, outstanding Indebtedness on the nondefaulting party may terminate this Agreement, unless the non-defaulting party is also in default hereunder.Maturity Date; (div) If if on any Payment Date on which Borrower is required under this Agreement is terminated because of to pay a Basic Carrying Costs Monthly Installment, Borrower and/or Operator fails to pay the Basic Carrying Costs Monthly Installment or the Capital Reserve Monthly Installment due on such Payment Date; provided, however, that if a Cash Management Event has not occurred, such failure shall not constitute an Event of Default by Permittee as defined in Section 4.1(a), Permittee if Borrower and/or Operator shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either cure such failure within five (i) a reduction in the purchase price to be paid to Permittee by Manager at the Closing of the Option Agreement or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made within ninety (905) days after termination such Payment Date; (v) if on the date any payment of a Basic Carrying Cost would become delinquent, unless such Basic Carrying Cost was already paid, the funds in the Basic Carrying Costs Sub-Account are insufficient to make such payment; (vi) the occurrence of the Exchange events identified elsewhere in the Loan Documents as constituting an "Event of Default" hereunder or thereunder; 107 (vii) a Transfer, unless the prior written consent of Lender is obtained (which consent may be withheld with or without cause in Lender's discretion); (viii) if Borrower or Operator fails to pay any other amount payable pursuant to this Agreement or any other Loan Document when due and payable in accordance with the provisions hereof or thereof, as the case may be, and such failure is not remedied within any applicable grace periods; (ix) if any representation or warranty made herein or in any other Loan Document, or in any report, certificate, financial statement or other Instrument, agreement or document furnished by Borrower or Operator in connection with this Agreement. For purposes , the Note or any other Loan Document executed and delivered by Borrower or Operator, shall be false in any material respect as of the date such representation or warranty was made or remade; (x) if Borrower or Operator makes an assignment for the benefit of creditors; (xi) if a receiver, liquidator or trustee shall be appointed for Borrower or Operator or if Borrower or Operator shall be adjudicated as bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by Borrower or Operator or if any proceeding for the dissolution or liquidation of Borrower or Operator shall be instituted; provided, however, that if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower or Operator as the case may be, upon the same not being discharged, stayed or dismissed within 90 days; or if Borrower or Operator shall generally not be paying its debts as they become due; (xii) if either Borrower or Operator attempts to delegate its obligations or assign its rights under this Agreement, any of the other Loan Documents or any interest herein or therein, except as permitted by this Agreement; (xiii) except as permitted under this Agreement, if any provision of any organizational document of Borrower is amended or modified in any respect, or if Borrower, Operator or Borrower's Trustee or any of their respective partners, members, beneficial owners, trustees or shareholders as applicable, fails to perform or enforce the provisions of such organizational documents or attempts to dissolve Borrower or 108 (a) (E) or 6.1(b)(E); --------- --------- (xiv) if Borrower or Operator fails to (A) notify Lender of the occurrence of a Default under any of the Loan Documents within ten (10) Business Days of the day on which Borrower or Operator first has knowledge of such Default or (B) give any notice due to any Person under any Loan Document (a) within five (5) Business Days after such notice was due or (b) in accordance with the applicable procedural requirements set forth in the Loan Documents; (xv) if Borrower or Operator shall be in default under any of the other obligations, agreements, undertakings, terms, covenants, provisions or conditions of this Agreement, "Net Losses" means the extent Note, the Mortgages or the other Loan Documents, not otherwise referred to in this Section 7.1, for ----------- ten (10) Business Days after written notice to Borrower or Operator, as applicable, from Lender or its successors or assigns, in the case of any default which can be cured by the unreimbursed expenses paid payment of a sum of money or incurred by Manager for thirty (30) Business Days after written notice to Borrower or Operator, as applicable, from Lender or its successors or assigns, in the case of any other default (unless otherwise provided herein or in such other Loan Document); provided, however, that if such non-monetary default under this -------- ------- subparagraph is susceptible of cure but cannot reasonably be cured within ------------ such thirty (30) Business Day period and provided further that Borrower shall have commenced to cure such default within such thirty (30) Business Day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) Business Day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such default, but in no event shall such period exceed one hundred twenty (120) days after the original notice from Lender; provided, further, -------- ------- if Borrower or Operator provides to Lender a certificate certifying and demonstrating that Borrower or Operator is diligently attempting to cure such default as determined by Lender in its reasonable discretion and such non-monetary default still is capable of being cured as determined by Lender in its reasonable discretion and if Borrower or Operator, as applicable, is diligently attempting to cure such default, as determined by Lender in its reasonable discretion, such period shall be extended by Lender in its reasonable discretion for an additional period of time not to exceed sixty (60) days; (xvi) if an event or condition specified in Sections 5.1(a)(T) -------- --------- or 5.1(b)(T) shall occur or exist with respect to any Plan or Multiemployer --------- Plan and, as a result of such event or condition, together with all other such events or conditions, Borrower or 109 any ERISA Affiliate shall incur or in the opinion of Lender shall be reasonably likely to incur a liability to a Plan, a Multiemployer Plan or PBGC (or any combination of the foregoing) which would constitute, in the reasonable determination of Lender, a Material Adverse Effect; (xvii) if without Lender's prior written consent (A) any management agreement (other than the Management Agreement) is entered into for the Facility or (B) after the execution of a Management Agreement exceed pursuant to Section 5.1(b)(P) there is any change in or termination of such ----------------- Management Agreement for the Account Receivables collected Facility; (xviii) if any Event of Default occurs (as to any party) under the Operating Lease (subject to any applicable notice and cure periods required under the Operating Lease); (xix) if Borrower shall fail to correct, within the time deadlines set by any health, licensing or generated similar agency, any deficiency that justifies either of the following actions by such agency with respect to the Facility and such agency commences a termination of any License; (and less than 90 days oldxx) if the Facility is assessed material fines or penalties (as distinguished from establishment of standard settlement accounts) by Manager as Management fees pursuant any state or health, licensing or similar agency having jurisdiction over Borrower, Operator or the Facility; (xxi) if (A) Borrower shall fail to Article II pay any amount due with respect to the FBTC Debt when due and such failure shall continue beyond any applicable grace period or (B) a default or event of this Agreementdefault shall occur with respect to the FBTC Debt which shall continue beyond any applicable grace period or (C) if any of the loan documents evidencing the FBTC Loan is amended without the Lender's prior written consent; and (xxii) if Operator fails to provide Lender with the written notice (together with the required deliveries) set forth in Section 8.33 ------- ---- which failure is not remedied within five (5) days of the date such written notice and deliveries were due.

Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”): (a) The following shallif any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, after the expiration of the applicable cure period provided in subsection or if Lessee renders any false statement or account when made; (b) if any Rental or other Monetary Obligation due under this Lease is not paid when due and such failure continues for more than five (5) days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice and cure period twice in any twelve (12) month period; and further provided, however, that in the event that Lessee pays Rental by Automated Clearing House transfer pursuant to Section 4.05 above, any delay in the payment of this section, Rental as a result of a technical error in the Automated Clearing House transfer process caused by Lessor’s bank or servicer shall not constitute an Event of Default:Default hereunder; (ic) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the breach by either party hereto failure of which to pay will result in the observance imposition of a lien against any of the Properties; (d) if there is an Insolvency Event affecting Lessee or performance any Guarantor; (e) if Lessee vacates or abandons any Property; (f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease that are not addressed in the other subsections of this Section 12.01 and such failure continues for more than ten (10) days after written notice from Lessor; provided, however, if any such failure does not involve the payment of any material covenantMonetary Obligation, condition is not willful or undertaking contained intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein; or , unless and until Lessor shall have given Lessee notice thereof and a period of thirty (ii30) if any material representation days shall have elapsed, during which period Lessee may correct or warranty made by either party shall prove to have been or become false or misleading in any material respect. (b) An cure such failure, upon failure of which an Event of Default shall not be deemed to have occurred until twenty hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (2030)-day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)-day period, which shall in no event exceed ninety (90) business days after the nondefaulting party has provided the defaulting party with written receiving notice specifying the event of such failure from Lessor. If Lessee shall fail to correct or events thatcure such failure within such ninety (90)-day period, if not cured, would constitute an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required; 4817-7336-4078.5 STORE/Fat Patty's Master Lease Agreement 4 Properties in KY and specifying the action necessary to cure the Event of Default within such periodWV File No. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party.7210 /02-629.1 (cg) Upon the occurrence of an Event of Defaultif a final, the nondefaulting party may terminate this Agreement, unless the non-defaulting party nonappealable judgment is also in default hereunder.rendered by a court against Lessee which has a Material Adverse Effect; (dh) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee if Lessee shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; (i) a reduction if the estate or interest of Lessee in any of the purchase price Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be paid to Permittee by Manager at the Closing of the Option Agreement sold or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is transferred or such process shall not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made be vacated or discharged within ninety (90) days after termination it is made; or (j) if there is an “Event of Default” or other breach or default by Lessee or Guarantor under any of the Exchange Agreement. For purposes of this other Transaction Documents or any Other Agreement, "Net Losses" means after the extent passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to which the unreimbursed expenses paid or incurred by Manager such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Agreement exceed the Account Receivables collected or generated (and less than 90 days old) by Manager as Management fees pursuant to Article II of this AgreementLease.

Event of Default. An "Event of Default" shall be deemed to have occurred upon the occurrence of any of the following: (a) The following shallA material breach of a representation, after the expiration agreement, covenant or other obligation of any of the applicable parties to this Agreement (any such breach is herein referred to as a "Material Breach"); provided, however, that no Event of Default shall be deemed to have occurred unless and until a non-breaching party provides the breaching party with written notice of such Material Breach, describing in reasonable detail the nature of such Material Breach, and (i) the breaching party shall have had an opportunity to cure period provided in subsection such Material Breach (bwhich is capable of being cured) within sixty (60) days after such notice (unless such Material Breach is with respect to a monetary matter, the cure of which requires only the payment of a specified amount of money pursuant to the terms of this sectionAgreement, constitute in which case the breaching party shall have an opportunity to cure within five (5) business days after such notice), (ii) the breaching party does not cure such Material Breach within the applicable time period, or, if such Material Breach, other than a Material Breach relating to a monetary matter, cannot reasonably be cured within sixty days, but is curable, the breaching party does not; (x) undertake to cure such Material Breach within such sixty day period and (y) after such sixty day period, diligently and continuously use all reasonable efforts to cure, and (iii) the notifying party thereafter declares an Event of Default: (i) the breach by either party hereto in the observance or performance . In respect of any material covenant, condition or undertaking contained herein; or clause (ii) if any material representation or warranty made of this Section 4.2, such extended cure period shall continue so long as the parties hereto reasonably agree that the actions being taken by either the breaching party shall prove are reasonably expected to have been or become false or misleading in any material respectcure such Material Breach. (b) An If, at any time within twelve (12) months following the expiration of any cure period provided in Section 4.2 above, there shall occur a Material Breach (the "Second Material Breach") and such Second Material Breach is of the same nature as the Material Breach (the "First Material Breach") by the breaching party that gave rise to such cure period, then an Event of Default shall not be deemed to have occurred until twenty (20) business days after upon the nondefaulting delivery of notice of such Second Material Breach to the breaching party has provided by the defaulting notifying party with written notice specifying the event or events that, if not cured, would constitute referred to in Section 4.2 and upon such notifying party declaring an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other partyDefault. (c) Upon If there shall occur a "Bankruptcy," as hereinafter defined, of either Party, the occurrence of non-Bankruptcy party may declare an Event of Default, the nondefaulting party may terminate . For purposes of this Agreement, unless the non-defaulting party is also in default hereunder. (d) If this Agreement is terminated because of an Event of Default by Permittee as defined in Section 4.1(a), Permittee term "Bankruptcy" shall pay Manager for all Net Losses incurred under this Agreement and paid by Manager through either mean: (i) the entry of a reduction decree or order for relief by a court of competent jurisdiction in the purchase price to any involuntary case under any bankruptcy, insolvency or similar law now or hereafter in effect and such decree or order shall not be paid to Permittee by Manager at the Closing of the Option Agreement vacated, set aside or (ii) if there is no Closing of the Option Agreement, by payment from Permittee within 90 days of termination of the Option Agreement. Likewise, if closing fails to occur under the Exchange Agreement and Manager's parent company is not in material breach under such Agreement, Permittee shall pay Manager for all Net Losses, with such payment being made stayed within ninety (90) days after termination its entry, (ii) the entry of a decree or order appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar agent for any substantial part of the Exchange Agreement. For purposes assets or property of this Agreementsuch party and such decree or order shall not be vacated, "Net Losses" means set aside or stayed within ninety (90) days after its entry, (iii) the extent to ordering of the winding up or liquidation of the affairs of a party and such order shall not be vacated, set aside or stayed within one hundred twenty (120) days after its entry, (iv) the filing of a petition in any such involuntary bankruptcy case, which the unreimbursed expenses paid petition remains undismissed for a period of ninety (90) days or incurred by Manager under this Agreement exceed the Account Receivables collected which is not dismissed or generated (and less than 90 days old) by Manager as Management fees suspended pursuant to Article II Section 305 of this Agreement.Title 11 of the United States Code (or any corresponding provision of any future United States Bankruptcy law), (v) the commencement of a voluntary case under any bankruptcy, insolvency or similar law now or hereafter in effect, (vi) the consent to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession of any substantial part of the assets or property by a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar agent, or (vii) the making of any general assignment for the benefit of creditors. 8