Common use of Event of Default Clause in Contracts

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder: (a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement.

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder, unless excused under another provision of this Agreement: (a) Tenant any Party shall fail duly to make payments for undisputed amounts due under this Agreement to another Party within 60 days after receipt of written notice of such non-payment; (b) the Feed-in Approval ▇▇▇▇▇▇’s Authorisation shall have been revoked or terminated, and punctually to pay Rent(i) all applicable appeal periods shall have expired, or (ii) a final decision on the appeal confirming such suspension, revocation or termination shall have been issued; (c) any Party shall fail to make comply with any of its other payment required hereunder, when due to Citymaterial obligations under this Agreement, and such failure shall continue beyond un-remedied for 90 days after notice thereof by another Party, provided that if such failure cannot be remedied within such period of 90 days with the date specified in a written notice exercise of reasonable diligence, then such default from Director, which date remedy period shall be no earlier than extended for an additional period of 90 days so long as such failure is susceptible to remedy, and such Party is exercising reasonable diligence to remedy such failure; (d) the third Feed-in Approval Holder Abandons the Project and fails to resume activities within a period of time determined by the Authority; (3rdi) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the any Party becomes insolvent or suspends payment of Rent its debts generally or is unable to pay its debts as they fall due; (ii) a receiver, receiver and manager, administrator, liquidator, provisional liquidator, trustee, custodian or similar officer is validly appointed (other payment during than one appointed by the TermFinanciers) over all or a material part of the undertakings, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice property or assets of any further defaults Party or a security holder lawfully takes possession (and does not relinquish possession within 30 days) of the whole or a material part of the undertakings, property or assets of any Party or distress or any other form of execution is levied, enforced or adjudged against or upon any such assets and is not discharged within 30 days of being levied, enforced or adjudged; (iii) an order is made or a resolution passed for the liquidation, winding-up or dissolution of any Party, save for a members’ voluntary liquidation solely for the purpose of a solvent reconstruction or amalgamation, or a petition is presented for the winding up of a Party (which petition is not withdrawn or stayed or contested in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereundergood faith within 60 days); or (biv) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make Party enters into a general assignment assignment, arrangement or compositions with or for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute creditors pursuant to section 176 of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementCompanies Act 1965.

Event of Default. The occurrence During the existence and continuation of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder: (a) Tenant shall fail duly and punctually , issuance by the Administrative Agent on behalf of the Lenders of a receipt to any Person obligated to pay Rentany Capital Contribution to any Borrower shall be a full and complete release, or to make any other payment required hereunder, when due to Citydischarge, and acquittance to such failure shall continue beyond Person to the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice extent of any further defaults in amount so paid to the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment Administrative Agent for the benefit of creditorsthe Lenders, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and so long as such amount shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a Transfer without the prior approval trustee, receiver or any other Person under any bankruptcy act or code, state or federal law, common law or equitable doctrine. The Administrative Agent, on behalf of the City; or (e) Tenant shall voluntarily abandonLenders, desert is hereby authorized and empowered, during the existence and continuation of an Event of Default, on behalf of any Loan Party to endorse the name of any Loan Party upon any check, draft, instrument, receipt, instruction, or vacate other document, agreement or item, including, but not limited to, any item evidencing payment upon a Capital Contribution of any Person to any Loan Party coming into the Premises; or (f) Any lien Administrative Agent’s or any Lender’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereof. The Administrative Agent on behalf of the Lenders is hereby granted an irrevocable power of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of each Loan Party either before or after demand of payment on the Obligations but only during the existence and continuation of an Event of Default, as shall be filed against deemed by the Premises as a result Administrative Agent to be necessary or advisable, in the sole discretion, reasonably exercised, of any act the Administrative Agent, to preserve the security interests and Liens in the Capital Commitments or omission to secure the repayment of Tenantthe Obligations, and neither the Administrative Agent nor the Lenders shall not incur any liability, in the absence of gross negligence or willful misconduct, in connection with or arising from its exercise of such power of attorney. The application by the Lenders of such funds shall, unless Required Lenders shall agree otherwise in writing, be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit same as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementSection 3.04.

Event of Default. The occurrence of (a) In the event that any one or more of the following events shall constitute a breach occur (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of this Lease and law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body), it shall be deemed an “Event of Default” hereunder: (ai) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such Any default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent the principal of, interest on or other charges in respect of this Note, or any other note issued by the Borrower for the benefit of the Lender or any other creditor, as and when the same shall become due and payable; (ii) Borrower shall fail to observe or perform any other material covenant, agreement or warranty contained in, or otherwise commit any breach or default of any provision of this Note or any other agreement between the Borrower and the Lender or any other creditor; (iii) There shall be a breach of any of the representations and warranties set forth in this Note or any transaction document executed contemporaneously herewith, including without limitation, the Borrower’s express representation that the purpose of this Note is to fund the Borrower’s direct costs to its auditor to enable such auditor to complete its review of the Company’s quarterly securities filings, payment during to financial printers for E▇▇▇▇ filings, payment to the Term, thereafter Tenant shall not be entitled toCompany’s transfer agent, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunderaccounting; or (biv) Tenant Borrower, shall become insolventcommence, or there shall take the benefit be commenced against Borrower any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or Borrower commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any present jurisdiction whether now or future hereafter in effect relating to Borrower or there is commenced against Borrower any such bankruptcy, insolvency statuteor other proceeding which remains undismissed for a period of sixty (60) days; or Borrower is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or Borrower suffers any appointment of any custodian, private or shall make court appointed receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty (60) days; or Borrower makes a general assignment for the benefit of creditors; or Borrower shall fail to pay or shall state that it is unable to pay or shall be liable to pay, its debts as they become due or file a voluntary petition by any act or failure to act expressly indicate its consent to, approval of or acquiescence in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States foregoing; or any corporate or other action is taken by the Borrower for the purpose of effecting any state thereofof the foregoing. (b) Upon the occurrence of an Event of Default, or consent the Lender shall give the Borrower notice of such occurrence, at which time the Borrower shall have five (5) business days from receipt of such notice to pay the outstanding amount of the Note in full. In the event that full payment is not made upon the expiry of a thirty (30) day period, a default penalty equal to 5.0% in excess of the Interest Rate hereunder of the Face Amount per month during the period of Default (the “Default Penalty”) shall apply to the appointment entire amount of the Note outstanding, including any accrued but unpaid interest. The Lender may then, at its sole discretion, declare the entire then-outstanding Face Amount of this Note and any accrued but unpaid interest due hereunder immediately due and payable (a receiver“Default Declaration”), trusteein which event the Lender may, or liquidator of at its sole discretion, take any or substantially all of its property; oraction it deems necessary to recover amounts due under this Note. (c) A petition under any part Upon the occurrence of an Event of Default, the Lender shall be entitled to receive, in addition to the Face Amount of the federal bankruptcy lawsNote and any accrued but unpaid interest due hereunder, or an action all of L▇▇▇▇▇’s costs, fees (including without limitation, reasonable attorney’s fees and disbursements), and expenses relating to collection and enforcement Note, including all costs and expenses incurred by it in enforcing its rights under the Note and any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; ortransaction documents entered into contemporaneously herewith. (d) There shall occur a Transfer without the prior approval The failure of the City; or (e) Tenant Lender to exercise any of its rights hereunder in any particular instance shall voluntarily abandon, desert not constitute a waiver of the same or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant other right in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, that or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights subsequent instance with respect to such default the Lender or any subsequent holder. BORROWER ACKNOWLEDGES THAT THE LOAN EVIDENCED BY THIS NOTE IS A COMMERCIAL TRANSACTION. BORROWER FURTHER WAIVES DILIGENCE, DEMAND, PRESENTMENT FOR PAYMENT, NOTICE OF NONPAYMENT, PROTEST AND NOTICE OF PROTEST, AND NOTICE OF ANY RENEWALS OR EXTENSIONS OF THIS NOTE. B▇▇▇▇▇▇▇ ACKNOWLEDGES THAT IT MAKES THIS WAIVER KNOWINGLY, VOLUNTARILY, WITHOUT DURESS AND ONLY AFTER CONSIDERATION OF RAMIFICATION THIS WAIVER WITH ITS ATTORNEYS. The Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other than as may remedies available to it under applicable law. The remedies available to the Lender upon the occurrence of an Event of Default shall be provided cumulative. This Note is intended to be a negotiable instrument in such other agreementaccordance with Section 3-104 of the Uniform Commercial Code.

Event of Default. The occurrence of any one or more 13.1 Each of the following events shall constitute a breach of this Lease and be considered as an “Event of Default” hereunderofDefault”: (a) Tenant If any default shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults have occurred in the payment of Rent any amounts due and payable under this Agreement or other payment during theTransaction Documents in pursuance to the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orLoan; (b) Tenant shall become insolvent, or shall take the benefit If any breach of any present terms and conditions of this Agreement or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; orTransaction Documents occurs; (c) A petition under If any part information given by the Borrower to the Lender while availing the Loan or in this Agreement or any of the federal bankruptcy laws, Transaction Documents is found to be misleading or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; orincorrect; (d) There shall occur a Transfer without the prior approval If any of the City; orSecurities depreciates in value or is in jeopardy, or if the rights over the Securities are altered or if the ability of the Lender to enforce the Securities is affected. (e) Tenant shall voluntarily abandonIf the Borrower fails to inform the Lender of the occurrence of any Event of Default or any event which after the notice or lapse of time, desert or vacate the Premises; orboth, would become an Event of Default; (f) Any lien default by the Borrower under any credit facility agreement or arrangement entered into by the Borrower with the Lender, any bank and/or financial institution / non-banking financial company and/or other creditors, shall be filed against the Premises as a result constitute an event of any act or omission of Tenant, default under this Agreement and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty vice-versa (20) days after receipt of notice thereof by Tenant; or“Cross Default”); (g) Tenant shall fail to provideIn case the Borrower is a company, maintainif a winding-up petition has been filed against the Borrower and the same is not vacated, increasestayed or abated within 15 (Fifteen) days from the date of first hearing or admittance, whichever is early or replaceif any proceeding or litigation is commenced or threatened against the Borrower and such proceedings not been stayed or disposed off within 15 (Fifteen) days from commencement or if any authority has taken any action whereby the Borrower is deprived of substantial part of its assets, and the Deposit as required herein; orsame is not vacated, stayed or abated within 15 (Fifteen) days from the date of initiation of such action; (h) Tenant shall fail In case the Borrower is a partnership or a limited liability partnership, if the Borrower is dissolved or a notice of dissolution is given to obtain and maintain it or any of its partners or if the insurance required hereunder, Borrower or provide copies any of the policies its partners commits an act of insolvency or certificates to City as required herein; ormakes an application for being declared insolvent or an order is passed declaring it or them or any of them an insolvent; (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (In case the “First Notice”); or if satisfaction of such obligation requires activity over a period of timeBorrower is an individual, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, Borrower becomes insolvent or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and Cityinsolvency proceedings are instituted against the Borrower, including the Other Agreements, if any, and such default whichever is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementearlier.

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and be an “Event of Default” hereunderon the part of Tenant: (a) Tenant shall fail duly and punctually Failure to pay any part of the Base Rent or Additional Rent, or to make any other payment sums of money that Tenant is required hereunderto pay under this Lease where such failure continues for a period of three (3) days after written notice of default from Landlord to Tenant. Landlord’s notice to Tenant pursuant to this subsection shall be deemed to be the notice required under California Code of Civil Procedure Section 1161. (b) Failure to perform any other covenant, condition or requirement of this Lease when due to City, and such failure shall continue beyond the date specified in for a period of thirty (30) days after written notice thereof from Landlord to Tenant; provided that if the nature of the default is such default from Directorthat more than thirty (30) days are reasonably required for its cure, which date shall be no earlier than the third (3rd) day after the effective date then an Event of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant Default shall not be entitled to, deemed to have occurred if Tenant shall commence such cure within said thirty (30) day period and City shall have no obligation thereafter diligently and continuously prosecute such cure to give, completion. Landlord’s notice of any further defaults in the payment of Rent or other payment. In such event, there to Tenant pursuant to this subsection shall be deemed to occur an Event be the notice required under California Code of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orCivil Procedure Section 1161. (bc) The abandonment or vacating (without providing adequate security) of the Premises by Tenant. (d) Tenant shall admit in writing its inability to pay its debts generally as they become insolventdue, file a petition in bankruptcy, insolvency, reorganization, dissolution or liquidation under any law or statute of any government or any subdivision thereof either now or hereafter in effect, or shall take the benefit of any present or future insolvency statute, or Tenant shall make a general an assignment for the benefit of its creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to or acquiesce in the appointment of a receiver, trustee, receiver of itself or liquidator of the whole or any or substantially all of its property; or (c) A petition under any substantial part of the federal bankruptcy lawsPremises. (e) A court of competent jurisdiction shall enter an order, judgment or an action under decree appointing a receiver of Tenant or of the whole or any present substantial part of the Premises and such order, judgment or future insolvency law or statute, shall be filed against Tenant and decree shall not be dismissed vacated, set aside or stayed within thirty (30) days after the filing thereof; or (d) There date of entry of such order, judgment, or decree, or a stay thereof shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; orbe thereafter set aside. (f) Any lien A court of competent jurisdiction shall be enter an order, judgment or decree approving a petition filed against Tenant under any bankruptcy, insolvency, reorganization, dissolution or liquidation law or statute of the Premises as a result federal or state government or any subdivision of any act either now or omission of Tenanthereafter in effect, and such order, judgment or decree shall not be discharged vacated, set aside or contested by Tenant in good faith by proper legal proceedings stayed within twenty thirty (2030) days after receipt from the date of notice thereof by Tenant; or (g) Tenant shall fail to provideentry of such order, maintain, increasejudgment or decree, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein stay thereof shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementthereafter set aside.

Event of Default. The occurrence of any one or more of the following events during the term of the Loan (which list is not exhaustive) shall constitute a breach of this Lease and be deemed an “Event of Default” hereunderfor the purpose of this Deed of Trust: (aA) Tenant shall fail duly and punctually to pay RentThe determination by the County, or to make at any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment time during the Termlife of this Loan, thereafter Tenant that the Borrower did not meet one or more of the PATHWAY TO PURCHASE Program qualifications at the time of making this Loan; B) The refinancing, sale, transfer, conveyance or any encumbrance of the Property (or portion thereof) during the term of this Loan without the prior written consent of the County (which consent shall not be entitled to, and City shall deemed to have no obligation to give, notice of any further defaults been given in the absence of a County-approved subordination agreement recorded in the County land records), the Property is leased in its entirety or the Borrower otherwise violated the permitted use of the property; C) The use of the proceeds of this Loan for any other purpose other than down payment and closing cost assistance associated with the acquisition of Rent the Property; D) ▇▇▇▇▇▇▇▇ defaults or otherwise fails to perform or fulfill any of his/her/their covenants or agreements under any of the Loan Documents or any documents evidencing any other payment. In such eventloan affecting the Property, there shall be deemed to occur an Event beyond any applicable periods of Default immediately upon Tenant’s failure to duly notice and punctually pay Rent or other payment hereundercure; or (bE) Tenant shall become insolventIf the Borrower, or shall take any party on behalf of or against Borrower: i) Files any petition for relief under Title 11 of the benefit of United States Code, as amended (the “Bankruptcy Code”); ii) Files any present petition or future pleading initiating any state or federal insolvency statute, proceeding; iii) Makes or shall make a general files any petition to initiate an assignment or composition for the benefit of creditors; or iv) Files any petition or pleading initiating any action seeking a judicial modification or alteration of the rights of Beneficiary. F) If Borrower shall: i) Become insolvent, as that term is defined in the Bankruptcy Code or other applicable law; or ii) Become unable to pay debts generally as they become due. G) If any court of competent jurisdiction enters an order appointing a trustee, or file a voluntary petition in bankruptcyreceiver of or for the Property, or a petition or answer seeking an arrangement for its reorganizationsubstantial portion of the Property, or for Borrower. H) If any proceeding instituted under (E) or (G) above is not dismissed or stayed within sixty (60) days of filing: I) If the readjustment Borrower fails to pay or perform any obligation contained in any other mortgage, deed of its indebtedness under trust, security agreement or other instrument that creates a lien upon the federal bankruptcy lawstitle to the Property, which is not cured within any permissible grace period, if any, specified in any such instrument. J) If any representation or warranty of the Borrower contained in this Deed of Trust, the Note, or under any other law Loan Document or statute of certificate executed in connection with the United States Loan or of any state thereof, or consent to application for the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, Loan shall be filed against Tenant untrue or becomes untrue while the Loan is outstanding in any material respect and shall not be dismissed rectified within thirty (30) days after days. K) If the filing thereofProperty or any part thereof is sold, or conveyed without prior written notice delivered to the Beneficiary; or (dL) There shall occur a Transfer without The failure to timely pay all taxes imposed upon the Borrower and the Property prior approval of to the City; or (e) Tenant shall voluntarily abandondate when any interest or penalty would accrue for non-payment, desert or vacate except for those taxes the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant Borrower is contesting in good faith by proper appropriate legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementproceedings.

Event of Default. The occurrence of any one or more of the following events shall constitute a breach an “Event of Default”: (a) any Debtor shall fail or neglect to perform or observe any term, covenant, warranty or representation contained in this Lease agreement that is required to be performed or observed by the Debtors and the same is not cured to Secured Party’s reasonable satisfaction within 15 days after the earlier of (i) the giving of notice by Secured Party to such Debtor of such failure, or (ii) the date such Debtor knew or reasonably should have known of such failure; (b) an “Event of Default” hereunder:under (and as defined in) the Loan Agreement shall occur; (ac) Tenant except as expressly permitted pursuant to Section 6.03 of the Loan Agreement, Borrower shall fail duly and punctually merge with or consolidate into any other third party or shall sell all or substantially all of its assets or business; (d) the Collateral or a significant part of a Debtor’s other assets shall be attached, seized, levied upon or subjected to pay Renta writ or distress warrant, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond come within the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice possession of any further defaults in the payment of Rent receiver, trustee, custodian or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment assignee for the benefit of creditors, creditors and the same is not cured within 5 days thereafter; (e) an application shall be made by a Debtor or file any person other than a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement Debtor for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trusteetrustee or custodian for the Collateral or any other of a Debtor’s assets and in the case of an application made by a third party, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall same is not be dismissed within thirty (30) 20 days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; orapplication therefor; (f) Any lien a petition under any bankruptcy, insolvency or similar law shall be filed by or against a Debtor, and in the Premises as a result case of any act petition filed by any third party, such petition is not dismissed within 20 days of such filing, or omission a Debtor shall make an assignment for the benefit of Tenantits creditors or any case or proceeding is shall file by or against such Debtor for its dissolution, and shall not be discharged liquidation, or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; ortermination; (g) Tenant shall fail to provide, maintain, increasethe indictment or threatened indictment of a Debtor under any criminal statute, or replacecommencement or threatened commencement of criminal or civil proceedings against a Debtor pursuant to which the proceedings, penalties or remedies sought or available include forfeiture of any of the Deposit as required hereinproperty of such Debtor; or (h) Tenant A Debtor shall fail cease to obtain and maintain the insurance required hereunderconduct its business or is enjoined, restrained or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery any way prevented by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, court order from conducting all or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementmaterial part of its business affairs.

Event of Default. The occurrence of any one or more Each of the following events shall constitute a breach of this Lease and an “"Event of Default” hereunder": (ai) Tenant shall fail duly and punctually the Company's or any Subsidiary's (as defined in the Note Purchase Agreement) failure to pay Rentto the Holder any amount of Principal, Interest, Late Charges or other amounts when and as due under this Note (including, without limitation, the Company's or any Subsidiary's failure to make pay any redemption payments or amounts hereunder) or any other payment required hereunderTransaction Document (as defined in the Note Purchase Agreement) or any other agreement, when due to Citydocument, certificate or other instrument delivered in connection with the transactions contemplated hereby and such failure shall continue beyond the date specified in a written notice of such default from Directorthereby, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoingexcept, in the event there occurs two case of a failure to pay Interest and Late Charges when and as due, in which case only if such failure remains uncured for a period of at least five (25) defaults days; (ii) the occurrence of any default under, redemption of or acceleration prior to maturity of an aggregate of any Indebtedness of the Company or any of its Subsidiaries in the payment excess of Rent $1,000,000; (iii) bankruptcy, insolvency, reorganization or liquidation proceedings or other payment during proceedings for the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice relief of any further defaults in the payment of Rent or other payment. In such event, there debtors shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent instituted by or other payment hereunder; or (b) Tenant shall become insolventagainst the Company or any Subsidiary and, if instituted against the Company or shall take the benefit of any present or future insolvency statuteSubsidiary by a third party, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days of their initiation; (iv) the commencement by the Company or any Subsidiary of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree, order, judgment or other similar document in respect of the Company or any Subsidiary in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal, state or foreign law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Subsidiary or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to pay its debts generally as they become due, the taking of corporate action by the Company or any Subsidiary in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial Code foreclosure sale or any other similar action under federal, state or foreign law; (v) the entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Subsidiary of a voluntary or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or (ii) a decree, order, judgment or other similar document adjudging the Company or any Subsidiary as bankrupt or insolvent, or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of the Company or any Subsidiary under any applicable federal, state or foreign law or (iii) a decree, order, judgment or other similar document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar document unstayed and in effect for a period of thirty (30) consecutive days; (vi) a final judgment or judgments for the payment of money aggregating in excess of $1,000,000 are rendered against the Company and/or any of its Subsidiaries and which judgments are not, within thirty (30) days after the filing entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; or (d) There shall occur provided, however, any judgment which is covered by insurance or an indemnity from a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and credit worthy party shall not be discharged included in calculating the $1,000,000 amount set forth above so long as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company or such Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity within thirty (30) days of the issuance of such judgment; (vii) the Company and/or any Subsidiary, individually or in the aggregate, either (i) fails to pay, when due, or within any applicable grace period, any payment with respect to any Indebtedness in excess of $1,000,000 due to any third party (other than, with respect to unsecured Indebtedness only, payments contested by Tenant the Company and/or such Subsidiary (as the case may be) in good faith by proper legal proceedings within twenty and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP) or is otherwise in breach or violation of any agreement for monies owed or owing in an amount in excess of $1,000,000, which breach or violation permits the other party thereto to declare a default or otherwise accelerate amounts due thereunder, or (20ii) days after receipt suffer to exist any other circumstance or event that would, with or without the passage of notice thereof by Tenanttime or the giving of notice, result in a default or event of default under any agreement binding the Company or any Subsidiary, which default or event of default would or is likely to have a material adverse effect on the business, assets, operations (including results thereof), liabilities, properties, condition (including financial condition) or prospects of the Company or any of its Subsidiaries, individually or in the aggregate; (viii) other than as specifically set forth in another clause of this Section 4(a), the Company or any Subsidiary breaches any representation, warranty, covenant or other term or condition of any Transaction Document, except, in the case of a breach of a covenant or other term or condition that is curable, only if such breach remains uncured for a period of five (5) consecutive Business Days; (ix) any Material Adverse Effect (as defined in the Note Purchase Agreement) occurs; (x) any Change of Control occurs; or (gxi) Tenant shall fail to provide, maintain, increase, any breach or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies failure in any respect of the policies or certificates Company to City as required herein; or (ifully comply with Section 13(b) Tenant shall fail to keep, perform of this Note and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3Section 4(b) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementNote Purchase Agreement.

Event of Default. The As used herein, “Event of Default” means the occurrence and/or existence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder: following: (a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keeppay any installment of Base Rent, perform Additional Rent or any other monetary amount due under this Lease on or before the date on which the same becomes due and observe each and every other promise, covenant and agreement set forth in this Leasepayable, and such failure shall continue continues for a period of more than three (3) five business days after delivery by Director of a written notice of such failure from Landlord thereof or (ii) Landlord having given the “First Notice”); or if satisfaction of such obligation requires activity over written notice specified in the foregoing clause (i) to Tenant twice in any 12 month period, Tenant shall fail, on a period of time, if Tenant fails to commence third occasion within the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after 12 months following the giving of the First Noticefirst such notice by Landlord, to pay any installment of Base Rent, Additional Rent or any other monetary amount due under this Lease on or before the date on which the same becomes due and payable; or or (jb) Tenant shall use neglect or give fail to perform or observe any of the other covenants or undertakings herein on its permission part to any person be performed or observed and such neglect or failure shall continue for 30 days after written notice to use any portion of Airport or Tenant; provided that if the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur default is other than a default under clause (a) above, or clauses (c) through (h) below, and is such that it cannot be cured within 30 days, but is capable of being cured, such 30 day period shall be extended by up to 60 additional days provided that Tenant commences to cure such default within said 30 day period, continues to do so diligently, and thereafter completes such cure within not more than 90 days 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 agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein proceedings shall be deemed to imply that instituted against Tenant under any Bankruptcy Law and not be dismissed within 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 entitled to additional notice appointed and not be discharged within 60 days; or cure rights with respect to such default (g) the estate hereby created shall be taken by execution or by other than as may be provided process of law and is not redeemed by Tenant within 60 days thereafter; or (h) an assignment or sublease in such other agreementviolation of the terms of this Lease.

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder, unless excused under another provision of this Agreement: (a) Tenant any Party shall fail duly to make payments for undisputed amounts due under this Agreement to another Party within 60 days after receipt of written notice of such non-payment; (b) the Feed-in Approval Holder’s Authorisation shall have been revoked or terminated, and punctually to pay Rent(i) all applicable appeal periods shall have expired, or (ii) a final decision on the appeal confirming such suspension, revocation or termination shall have been issued; (c) any Party shall fail to make comply with any of its other payment required hereunder, when due to Citymaterial obligations under this Agreement, and such failure shall continue beyond un-remedied for 90 days after notice thereof by another Party, provided that if such failure cannot be remedied within such period of 90 days with the date specified in a written notice exercise of reasonable diligence, then such default from Director, which date remedy period shall be no earlier than extended for an additional period of 90 days so long as such failure is susceptible to remedy, and such Party is exercising reasonable diligence to remedy such failure; (d) the third Feed-in Approval Holder Abandons the Project and fails to resume activities within a period of time determined by the Authority; (3rdi) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the any Party becomes insolvent or suspends payment of Rent its debts generally or is unable to pay its debts as they fall due; (ii) a receiver, receiver and manager, administrator, liquidator, provisional liquidator, trustee, custodian or similar officer is validly appointed (other payment during than one appointed by the TermFinanciers) over all or a material part of the undertakings, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice property or assets of any further defaults Party or a security holder lawfully takes possession (and does not relinquish possession within 30 days) of the whole or a material part of the undertakings, property or assets of any Party or distress or any other form of execution is levied, enforced or adjudged against or upon any such assets and is not discharged within 30 days of being levied, enforced or adjudged; (iii) an order is made or a resolution passed for the liquidation, winding-up or dissolution of any Party, save for a members’ voluntary liquidation solely for the purpose of a solvent reconstruction or amalgamation, or a petition is presented for the winding up of a Party (which petition is not withdrawn or stayed or contested in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereundergood faith within 60 days); or (biv) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make Party enters into a general assignment assignment, arrangement or compositions with or for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute creditors pursuant to section 176 of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementCompanies ▇▇▇ ▇▇▇▇.

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder: (a) Tenant shall fail duly and punctually to pay Rent, Rent or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an “Event of Default Default” immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement.

Event of Default. The occurrence of If any one or more of the following events shall constitute a breach of this Lease and (each, an “Event of Default” hereunder”) shall occur: (ai) Tenant Maker shall fail duly and punctually to pay Rentany principal, Interest or other amount payable under this Note on the date due and otherwise in accordance with the terms hereof; (ii) Maker shall file a petition or commence a proceeding under any bankruptcy, insolvency or similar law of any state or any subdivision thereof or any other nation, state or political entity (whether such petition or proceeding is for relief from debts or for the appointment or authorization of a receiver, trustee, liquidator, custodian or conservator of Maker or of the whole or substantially all of its property or any other purpose), or to make there is filed against Maker any other payment required hereunder, when due to Citysuch petition or commenced against Maker any such proceeding, and any such failure shall continue beyond the date specified in petition or proceeding filed or commenced against Maker remains undismissed for a written notice period of such default from Directorsixty (60) calendar days, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled if Maker by any act consents to, and City approves of or expressly acquiesces in any such petition or proceeding; Maker shall have no obligation to give, notice of seek relief under any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunderlaw; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or Maker shall make a general an assignment for the benefit of creditors; or a court of competent jurisdiction shall enter an order, judgment or decree, or file a voluntary petition enter an order for relief against Maker in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or any case commenced under any other law or statute such law; (iii) The aggregate book value (as reflected on the balance sheet of Maker and PrinceRidge Partners LLC and determined in accordance with generally accepted accounting principles consistently applied with past practice) of the United States or equity interests of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its propertyMaker and PrinceRidge Partners LLC held by IFMI is less than $30 million; or (civ) A petition Maker shall have defaulted in an obligation under the Separation Agreement which has not been cured (within any applicable cure period), then, at any time during the continuance of any Event of Default, Payee may, by written notice to Maker, declare this Note to be forthwith due and payable, both as to principal and Interest, without presentment, demand, protest, notice of acceleration, notice of intent to accelerate, or other notice of any kind, all of which are hereby expressly waived to the fullest extent permitted by law, anything contained herein to the contrary notwithstanding. Notwithstanding the preceding sentence, upon the occurrence of an Event of Default described in clause (ii) above, all amounts due under this Note shall automatically be payable without the requirement of any notice to Maker or any further act of Payee. The remedies provided above shall be in addition to any other remedy available to Payee under this Note or under applicable law, or otherwise. No delay on the part of the federal bankruptcy laws, or an action under Payee in exercising any present or future insolvency law or statute, rights hereunder shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises operate as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice waiver of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementrights.

Event of Default. The occurrence In addition to the Events of any one or more Default set forth in Section 3 of both the First Note and Second Note, each of the following events occurrences shall constitute a breach of this Lease and an “Event of Default” hereunder: : (ai) Tenant Debtor shall fail duly and punctually to pay Rent, any or to make all of the Obligations or any other payment required hereunder, indebtedness of Debtor to Secured Party when due or (if payable on demand) on demand; or (ii) Debtor shall default in any payment of principal of or interest on any other obligation for borrowed money beyond any period of grace provided with respect thereto or Debtor shall default in the performance of any other agreement, term or condition contained in any agreement to City, which it is a party and such failure shall continue beyond default is not cured within the date specified in a written notice of such default from Director, which date applicable grace period and materially adversely affects Debtor’s condition affairs or prospects (financial or otherwise); or (iii) an order for relief shall be no earlier than entered in any Federal bankruptcy proceeding in which Debtor is the third (3rd) day after the effective date of such notice. Notwithstanding the foregoingdebtor or bankruptcy, in the event there occurs two (2) defaults in the payment of Rent receivership, insolvency, reorganization, relief, dissolution, liquidation or other payment during similar proceedings shall be instituted by or against Debtor or all or any part of the Termproperty of Debtor under the Federal Bankruptcy Code or any other law of the United States or any bankruptcy or insolvency law of any state of competent jurisdiction unless, thereafter Tenant shall not be entitled toif such proceedings are instituted against Debtor, such proceedings are dismissed and City discharged within sixty (60) days after they are instituted; or (iv) Debtor shall have no obligation become insolvent or unable to givepay its debts as they mature, notice of any further defaults in the payment of Rent or other payment. In such eventcease doing business as a going concern, there shall be deemed to occur make an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition admit in bankruptcywriting its inability to pay its debts as they become due, or if a petition trustee, receiver or answer seeking an arrangement liquidator shall be appointed for its reorganization, Debtor or the readjustment of its indebtedness under the federal bankruptcy laws, or under for any other law or statute substantial portion of the United States or assets of any state thereof, or consent to the Debtor and such appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed vacated within thirty sixty (3060) days; or (v) any judgment or judgments are rendered or judgment liens filed against Debtor for an aggregate amount in excess of $100,000 which within forty (40) days after of such rendering or filing is not either satisfied, stayed or discharged of record; or (vi) any governmental agency shall revoke, terminate, suspend or adversely modify any license, permit, patent trademark or tradename of Debtor, the filing thereof; or continuation of which is material to the continuation of Debtor’s business or (dvii) There Debtor shall occur a Transfer without default in the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert performance or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result observance of any act or omission of Tenant, and shall not be discharged or contested by Tenant covenant contained in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replacethis Agreement, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain Investment Agreement or the insurance required hereunderNotes, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure which default shall continue for a period of more than three ten (310) days after delivery written notice thereof shall have been given by Director Secured Party to Debtor; or (viii) any representation or warranty of Debtor contained in this Agreement, the Notes or in any other document supplied to Secured Party by Debtor proves to be materially false as of the time this Agreement was made; or (ix) any holder of a written notice of such failure Permitted Encumbrance (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails other than Secured Party) shall seek to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give enforce its permission to any person to use lien against any portion of Airport the Collateral. Nothing contained in this Section 5, Section 6 hereof or the Terminal Buildings used by Tenant under in any other provision of this Lease Agreement shall preclude or limit Secured Party from demanding at any time or for any illegal purposereason, without notice, payment of all or any purpose not approved by Director; or (k) There shall occur a default under part of any other agreement between Tenant and CityObligation which is, including the Other Agreementspursuant to its terms, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementpayable on demand.

Event of Default. The occurrence of any Tenant shall not be deemed to be in default hereunder unless one or more of the following events shall constitute a breach of this Lease and an (“Event of Default” hereunder”) shall have occurred: (aA) Failure on the part of Tenant shall fail duly and punctually to pay Rent, the Rent or to make any other payment required hereunder, sum of money called for herein when due and the Grace Period has expired; (B) Failure on the part of Tenant to Cityobserve or perform any other covenant, agreement or undertaking of the Tenant contained in this Lease, and the continuation of such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after notice from Landlord, and if such default cannot reasonably be cured within such thirty (30) day period, Tenant shall not be in default hereunder if Tenant commences to cure within such thirty (30) day period and prosecutes the filing thereof; orcure to completion in good faith and with due diligence, provided that in no event shall Tenant be entitled more than ninety (90) days to cure any default under this Lease; (dC) There If Tenant shall occur file a Transfer without 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 prior approval appointment of the Cityany trustee, receiver or liquidator of Tenant or of all or substantially all of Tenant’s property; orand (eD) Tenant shall voluntarily abandon, desert or vacate If within 60 days after the Premises; or (f) Any lien shall be filed against the Premises as a result commencement of any act proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, debt adjustment, dissolution or omission 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 appointment, without consent or acquiescence of Tenant, and of any trustee, receiver or liquidator of Tenant or of all or substantially all of Tenant’s property, such appointment shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”)have been vacated; or if satisfaction of such obligation requires activity over a period of timeif, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) 60 days after the giving expiration of the First Notice; or (j) Tenant any such stay, such appointment shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementhave been vacated.

Event of Default. The occurrence of any one or more of the following events shall constitute a breach events of this Lease and default (individually, an “Event of Default” hereunder:”): (a) Tenant Aspen shall fail duly and punctually to pay Rent, or to make any other payment required hereunderdefault in the payment, when due or payable, of an obligation to Citypay interest or principal under this Note, and such failure shall continue beyond which default is not cured by payment in full of the amount due within ten (10) days from the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; oramount is due; (b) Tenant Aspen shall become fail to comply in any way with any of the other terms, covenants or conditions contained in this Note, which default is not cured within ten (10) days from the date that the Holder notifies Aspen in writing of the occurrence of such default; (c) Aspen shall commence any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or shall take the benefit of any present seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or future insolvency statuteother relief with respect to its debts, or seeking appointment of a receiver, custodian, trustee or other similar official for it or for all or any substantial part of its assets; (d) There shall be commenced against Aspen any case, proceeding or other action which results in the entry of an order for relief or any such adjudication or appointment remains undismissed, undischarged or unbonded for a period of thirty (30) days; (e) There shall be commenced against Aspen, any case proceeding or other action seeking issuance of a warrant of attachment, execution, restraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within ten (10) days from the entry thereof; (f) Aspen shall make a general an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or; (g) Tenant Aspen shall fail to provide, maintain, increasebe unable to, or replaceshall admit in writing the inability to, the Deposit pay its debts as required hereinthey become due; or (h) Tenant Aspen shall fail to obtain and maintain the insurance required hereundertake any action indicating its consent to, approval of, or provide copies acquiescence in, or in furtherance of, any of the policies or certificates to City as required hereinforegoing; or (i) Tenant shall fail to keepthen, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purposeupon, or any purpose not approved by Director; or (k) There shall occur a default under time thereafter during the continuance of, any other agreement between Tenant and Citysuch Event of Default, including the Other AgreementsHolder may declare the entire unpaid balance of this Note then outstanding, together with accrued interest thereon, if any, to be immediately due and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementpayable.

Event of Default. The 4.1 If and whenever during the Licence Period: (a) any or any part of the Licence Fee and/or Service Charge reserved by this Agreement and/or any other moneys to be paid pursuant to the terms and conditions herein or any part thereof shall be unpaid for seven (7) days after their due date (whether or not they shall have been formally demanded); or (b) the Licensee shall at any time fail or neglect to perform or observe any of the covenants, conditions or agreements contained in this Agreement to be performed or observed by the Licensee; or (c) any distress or execution shall be levied on the Licensee’s goods or any service of process or court notices shall be affixed onto any part of the Licenced Area; or (d) the Licensee, being a company, shall be unable to pay its debts, or enters into liquidation either compulsory or voluntary (except for the purpose of amalgamation or reconstruction), or passes a resolution for its winding up, or makes a proposal to its creditors for a composition in satisfaction of its debts or a scheme of arrangement or a receiver, a receiver and manager or judicial manager or interim judicial manager is appointed; or (e) the Licensee, being an individual, a sole-proprietorship or a partnership, shall be unable to pay or shall have no reasonable prospect of being able to pay his debts, or a bankruptcy petition shall be presented against him, or the Licensee makes a proposal to his creditors for a composition in satisfaction of his debts or a scheme of arrangement, or a receiver is appointed in respect of his property; or (f) the Licensee shall have vacated or abandoned the Licenced Area before the expiration of the Licence Period, and/or any renewed term, as the case may be, which vacation of abandonment shall be deemed to include but not limited, to the failure by the Licensee to open for business on the Commencement Date or for a period of three (3) days in a year without the prior written consent of the Licensor, the Licensor shall be entitled to treat such vacation or abandonment as a repudiation for the Licence herein and to terminate this Agreement. Upon the occurrence of any one or more of the abovementioned events of default, it shall be lawful for the Licensor or any person duly authorised by the Licensor at any time for that purpose to enforce or do any one or more of the following events shall constitute remedies without being responsible or liable for any losses, damages, costs or expenses caused to the Licensee as a breach of this Lease and an “Event of Default” hereunder: (a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice consequence of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; oraction:- (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Leaseserve a forfeiture notice upon the Licensee pursuant to Section 235 of the National Land Code 1965, and such failure it is hereby mutually agreed and deemed that a reasonable time in which to remedy the event of default and to be stipulated in any forfeiture notice shall continue for a period of more than three be fourteen (314) days after delivery by Director (if such event of a written notice default is capable to be remedied) except in case of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt non payment of the First Notice, or thereafter fails Licence Fee and/or Service Charge and/or any other moneys to diligently prosecute such cure, or fails be paid pursuant to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, terms and conditions herein or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement.part thereof where seven

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an term “Event of Default” hereunder: shall mean the occurrence of any of the following events: (a) Tenant REG or any Party Affiliate shall fail duly and punctually to pay Rent, perform or observe any covenant contained in this Agreement or any Feedstock Agreement or Biodiesel Agreement (including the failure to make any other payment required hereunder, within three (3) days of when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunderdue); or (b) Tenant any representation or warranty made by REG and/or any Party Affiliates in this Agreement, any Feedstock Agreement or any Biodiesel Agreement shall become insolvent, prove to have been untrue or incorrect in any material respect when made or deemed made; (c) either REG or any Affiliate of REG shall take the benefit of (i) voluntarily commence any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, proceeding or file a voluntary any petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness relief under the federal bankruptcy laws, or under any other law or statute Title 11 of the United States Code or any other Federal, state or foreign bankruptcy, insolvency, receivership, liquidation or similar law, (ii) consent to the institution of, or fail to contravene in a timely and appropriate manner, any such proceeding or the filing of any state thereofsuch petition, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator or liquidator similar official of any itself or substantially all a substantial part of its propertyproperty or assets, (iv) file an answer admitting the material allegations of a petition filed against itself in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (vii) take any corporate or limited liability company action for the purpose of effecting any of the foregoing; or (cd) A an involuntary proceeding shall be commenced or an involuntary petition under shall be filed in a court of competent jurisdiction seeking (i) relief in respect of REG or any Affiliate of REG, or of a substantial part of the federal property or assets of REG or any Affiliate of REG, under Title 11 of the United States Code or any other Federal, state or foreign bankruptcy, insolvency, receivership, liquidation or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official of REG or any Affiliate of REG or of a substantial part of the property or assets of REG or any Affiliate of REG or (iii) the winding up or liquidation of REG or any Affiliate of REG; and any such proceeding or petition shall continue undismissed for thirty (30) consecutive days or an order or decree approving or ordering any of the foregoing shall continue unstayed and in effect for thirty (30) consecutive days; (e) dissolution, termination of existence or operations, merger, consolidation or transfer of a substantial part of the property or assets of REG or any Affiliate of REG; (f) REG or any Affiliate of REG shall become insolvent in either the equity or bankruptcy lawssense of the term; (g) a judgment or order is rendered against REG or any Affiliate of REG and either (i) enforcement proceedings have been commenced by any creditor upon any such judgment or order or (ii) within thirty (30) days after entry thereof, such judgment or order is not paid or otherwise discharged or execution thereof stayed pending appeal, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result expiration of any act such stay, such judgment or omission order is not paid or otherwise discharged; or a judgment or order in an amount in excess of Tenant$500,000 is rendered against REG or any Affiliate of REG, and shall not be irrespective of whether such judgment or order is paid or otherwise discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenantstayed pending appeal; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant any default or event of default shall fail occur under or within the meaning of any agreement, document or instrument evidencing, securing, guaranteeing the payment of or otherwise relating to obtain and maintain the insurance required hereunder, any outstanding indebtedness of REG or provide copies an Affiliate of the policies or certificates to City as required hereinREG for borrowed money in a principal amount in excess of $1,000,000; or (i) Tenant any material default or material event of default shall fail to keepoccur under or within the meaning of any material agreement, perform and observe each and every other promisedocument or instrument heretofore, covenant and agreement set forth now or hereafter executed by REG or any Affiliate of REG with or in this Leasefavor of Bunge which is not cured within any applicable grace or cure period (if any), and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, REG or any purpose not approved Party Affiliate commingling any feedstock or biodiesel owned by Director; or (k) There REG or a Party Affiliate with any Feedstock or Biodiesel which is owned by Bunge. REG and each Party Affiliate shall occur a default under notify Bunge of any other agreement between Tenant and City, including Event of Default as soon as possible after the Other Agreements, if any, and occurrence of any such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementEvent of Default.

Event of Default. The occurrence of any one or more It is the intention of the following events shall constitute a breach parties to this Agreement that the Tract be developed in accordance with the terms of this Lease Agreement and the Developer shall follow the development plans as set out in the Land Plan. (a) The parties acknowledge and agree that any material deviation from the Land Plan and the concepts of development contained therein and any material deviation by Developer from the material terms of this Agreement would frustrate the intent of this Agreement, and therefore, would be an “Event of Default” hereunder: (a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orthis Agreement. (b) Tenant Each of the following events shall become insolventbe an “Event of Default” by the Developer under this Agreement, once the applicable time to cure, if any, has expired: i. The Developer shall fail to comply with any term, provision or covenant of this Agreement, and shall take not cure such failure within ninety (90) calendar days after written notice thereof is given by the benefit City to the Developer; ii. The filing by Developer of any a voluntary proceeding under present or future insolvency statutebankruptcy, insolvency, or shall make a general assignment for the benefit of creditorsother laws respecting debtors, rights; iii. The consent by Developer to an involuntary proceeding under present or future bankruptcy, insolvency, or file a voluntary petition in bankruptcy, other laws respecting debtor’s rights; iv. The entering of an order for relief against Developer or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator custodian for all or a substantial part of the property or assets of Developer in any involuntary proceeding, and the continuation of such order, judgment or substantially all degree unstayed for any period of its property; orninety (90) consecutive days; v. Any representation or warranty confirmed or made in this Agreement by the Developer was untrue as of the Effective Date. (c) A petition under any part Each of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, following events shall be filed against Tenant an Event of Default by the City under this Agreement: i. The City shall fail to comply in any material respect with any term, provision or covenant of this Agreement, other than the payment of money, and shall not be dismissed cure such failure within thirty ninety (3090) calendar days after written notice thereof is given by the filing thereof; orDeveloper to the City. (d) There A material breach of this Agreement by Developer shall occur a Transfer without be deemed to have occurred in any of the prior following instances: 1. Developer’s failure to develop the Tract in compliance with the approved Land Plan, as from time to time amended; or Developer’s failure to secure the City’s approval of any Substantial Change to the CityLand Plan; or 2. Failure of the Developer to substantially comply with a provision of this Agreement or a City ordinance applicable to the Tract. (e) Tenant shall voluntarily abandonThe parties acknowledge and agree that any substantial deviation by the City from the material terms of this Agreement would frustrate the intent of this Agreement and, desert or vacate therefore, would be a material breach of this Agreement. A material breach of this Agreement by the Premises; or (f) Any lien City shall be filed against deemed to have occurred in any of the Premises as a result following instances: 1. The imposition or attempted imposition of any act moratorium on building or omission growth on the Tract prohibited by State law or this Agreement; 2. The imposition of Tenant, and shall not be discharged a requirement to provide regionalization or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt oversizing of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, public utilities through some method substantially or replace, materially different than the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement plan set forth in this LeaseAgreement; 3. An attempt by the City to annex, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (in whole or in part, the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails property within the District prior to commence the cure of such failure within three (3) days after receipt occurrence of the First Notice, conditions set forth in Article V of this Agreement; 4. An attempt by the City to enforce any City ordinance within the Tract that is inconsistent with the terms and conditions of this Agreement; 5. An attempt by the City to require modification or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving amendment of the First NoticeLand Plan where it complies with the requirements of this Agreement; or (j) Tenant 6. An attempt by the City to unreasonably withhold approval of a plat of land within the Tract that complies with the requirements of this Agreement. In the event that a party to this Agreement believes that another party has, by act or omission, committed a material breach of this Agreement, the provisions of this Article shall use or give its permission to any person to use any portion of Airport or provide the Terminal Buildings used by Tenant under this Lease remedies for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementdefault.

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “"Event of Default” hereunder: " under this Agreement: (a) Tenant ASPI shall fail duly and punctually to pay Rentwhen due any principal, interest, fees or other amounts payable under or shall fail to observe or perform any obligation, duty or other covenant contained in this Agreement, or any representation or warranty of ASPI under any Loan Document or any exhibit hereto shall prove at any time to be incorrect in any significant respect (provided that ASPI shall be provided a ten (10) day grace period not more often than twice during any 12 month period with respect to the failure to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder); or (b) Tenant ASPI shall be in default under the terms of any other material agreement, contract or instrument to which it shall be a party, which default shall have a material adverse impact on ASPI; (c) ASPI shall dissolve and wind-up its business affairs or shall otherwise discontinue or substantially wind down its business operations; shall become insolvent; shall suffer, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to or apply for the appointment of a receiver, trustee, custodian or liquidator of or for itself or for any or substantially all of its property; or shall generally fail to pay its debts as they become due or make a general a assignment for the benefit of creditors; shall file a voluntary petition in bankruptcy or seek a reorganization in order to effect a plan or other arrangement with creditors or seek any other relief under the insolvency or bankruptcy laws of any country, as amended (c) A petition under any part of the federal bankruptcy laws"Bankruptcy Law"), or an action under any present state law, whether now or future insolvency law or statute, hereafter in effect; shall be adjudicated bankrupt; or shall have entered against it any order for relief under the Bankruptcy Law or any such state law, or shall have filed against Tenant it, an involuntary petition pursuant to the Bankruptcy Law or any such state law, and in each such case the same shall not be dismissed or discharged within thirty sixty (3060) days after following the filing thereofentry of such order or filing; or (d) There shall occur a Transfer without the prior approval any of the Cityagreements attached as exhibits hereto shall be in whole or in material part unenforceable; or or (e) Tenant there shall voluntarily abandon, desert exist or vacate the Premises; or (f) Any lien shall be filed against the Premises as occur any event or condition which impairs or is substantially likely to impair ASPI's ability to repay in a result of any act or omission of Tenant, prompt and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain timely fashion all principal and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant accrued interest under this Lease for any illegal purposeAgreement, or any purpose not approved by Director; or (k) There shall occur and/or ASPI's ability to perform in a default under any other agreement between Tenant timely manner all duties and City, including obligations hereunder in strict accordance with the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementterms hereof.

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and be an “Event of Default” hereunderon the part of Tenant: (a) Tenant shall fail duly and punctually Failure to pay any part of the Base Rent or Additional Rent, or to make any other payment sums of money that Tenant is required hereunderto pay under this Lease where such failure continues for a period of five (5) days after written notice of default from Landlord to Tenant. Landlord’s notice to Tenant pursuant to this subsection shall be deemed to be the notice required under California Code of Civil Procedure Section 1161. (b) Failure to perform any other covenant, condition or requirement of this Lease when due to City, and such failure shall continue beyond the date specified in for a period of thirty (30) days after written notice thereof from Landlord to Tenant; provided that if the nature of the default is such default from Directorthat more than thirty (30) days are reasonably required for its cure, which date shall be no earlier than the third (3rd) day after the effective date then an Event of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant Default shall not be entitled to, deemed to have occurred if Tenant shall commence such cure within said thirty (30) day period and City shall have no obligation thereafter diligently and continuously prosecute such cure to give, completion. Landlord’s notice of any further defaults in the payment of Rent or other payment. In such event, there to Tenant pursuant to this subsection shall be deemed to occur an Event be the notice required under California Code of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orCivil Procedure Section 1161. (bc) The abandonment of the Premises by Tenant. (d) Tenant shall admit in writing its inability to pay its debts generally as they become insolventdue, file a petition in bankruptcy, insolvency, reorganization, dissolution or liquidation under any law or statute of any government or any subdivision thereof either now or hereafter in effect, or shall take the benefit of any present or future insolvency statute, or Tenant shall make a general an assignment for the benefit of its creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to or acquiesce in the appointment of a receiver, trustee, receiver of itself or liquidator of the whole or any or substantially all of its property; or (c) A petition under any substantial part of the federal bankruptcy lawsPremises. (e) A court of competent jurisdiction shall enter an order, judgment or an action under decree appointing a receiver of Tenant or of the whole or any present substantial part of the Premises and such order, judgment or future insolvency law or statute, shall be filed against Tenant and decree shall not be dismissed vacated, set aside or stayed within thirty (30) days after the filing thereof; or (d) There date of entry of such order, judgment, or decree, or a stay thereof shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; orbe thereafter set aside. (f) Any lien A court of competent jurisdiction shall be enter an order, judgment or decree approving a petition filed against Tenant under any bankruptcy, insolvency, reorganization, dissolution or liquidation law or statute of the Premises as a result federal or state government or any subdivision of any act either now or omission of Tenanthereafter in effect, and such order, judgment or decree shall not be discharged vacated, set aside or contested by Tenant in good faith by proper legal proceedings stayed within twenty thirty (2030) days after receipt from the date of notice thereof by Tenant; or (g) Tenant shall fail to provideentry of such order, maintain, increasejudgment or decree, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein stay thereof shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementthereafter set aside.

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and default (an “"Event of Default” hereunder") hereunder by Tenant: (ai) The vacation or abandonment of the Premises by Tenant. Abandonment is herein defined to include, but is not limited to, any absence by Tenant shall fail duly and punctually to pay Rent, from the Premises for five (5) business days or longer. (ii) The failure by Tenant to make any payment of rent or additional rent or any other payment required to be made by Tenant hereunder, as and when due due. (iii) The failure by Tenant to Cityobserve or perform any of the express or implied covenants or provisions of this Lease to be observed or performed by Tenant, and such failure shall continue beyond the date other than as specified in a written notice of such default from Director, which date shall be no earlier than the third Section 23.1(a)(i) or (3rdii) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two above. (21) defaults in the payment of Rent or other payment during the Term, thereafter The making by Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, ; (2) the filing by or file against Tenant of a voluntary petition in bankruptcy, to have Tenant adjudged a bankrupt or a petition for reorganization or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of relating to bankruptcy (unless, in the United States or of any state thereof, or consent to the appointment case of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be Tenant, the same is dismissed within thirty (30) days after days); (3) the filing thereof; or (d) There shall occur appointment of a Transfer without the prior approval trustee or receiver to take possession of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against substantially all of Tenant's assets located at the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth 's interest in this Lease, and such failure shall continue for a period of more than three where possession is not restored to Tenant within thirty (330) days after delivery by Director of a written notice of such failure (the “First Notice”)days; or (4) the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease where such seizure is not discharged within thirty 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 Landlord or Landlord's lender pursuant to this Lease. (vi) The occurrence of an Event of Default set forth in any of the foregoing clauses (iv) or (v) with respect to any guarantor of this Lease, if satisfaction applicable. (vii) At the option of such obligation requires activity over a period of timeLandlord, in its sole and absolute discretion, if Tenant fails to commence occupies any other space in the cure of such failure within three Project (3) days after receipt the "Other Premises", provided that the Premises and the Other Premises are both owned by Landlord at the time of the First Noticedefault), whether by lease, sublease or thereafter fails to diligently prosecute assignment (in any case, an "Occupancy Agreement"), the occurrence of an Event of Default hereunder shall also be a default or event of default under the Occupancy Agreement and a default or event of default under such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving Occupancy Agreement shall be an Event of the First Notice; orDefault hereunder. (jviii) Any failure of Tenant shall use or give its permission to any person to use any portion guarantor of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (kto comply with the terms of Section 49(b) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementhereof.

Event of Default. The occurrence of any one or more Each of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder”: (a) Tenant shall fail duly and punctually the Company’s failure to pay Rentto the Holder any amount of Principal, Interest, or to make any other payment required hereunderamounts when and as due under this Note, when due to Citythe Security Agreement or the Additional Purchase Agreement, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoingexcept, in the event there occurs two (2) defaults in the payment case of Rent a failure to pay Interest or other payment during the Termnon-Principal amounts when and as due, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice in which case only if such failure remains uncured for a period of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orat least five (5) days; (b) Tenant bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall become be instituted by or against the Company or any Subsidiary and, if instituted against the Company or any Subsidiary by a third party, shall not be dismissed within sixty (60) days of their initiation; (c) the commencement by the Company or any Subsidiary of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or shall take the benefit consent by it to the entry of a decree, order, judgment or other similar document in respect of the Company or any Subsidiary in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the commencement of any present bankruptcy or future insolvency statutecase or proceeding against it, or shall make the filing by it of a general petition or answer or consent seeking reorganization or relief under any applicable federal, state or foreign law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Subsidiary or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or file the execution of a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganizationcomposition of debts, or the readjustment occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its indebtedness under inability to pay its debts generally as they become due, the federal bankruptcy laws, taking of corporate action by the Company or under any Subsidiary in furtherance of any such action or the taking of any action by any Person to commence a UCC foreclosure sale or any other similar action under federal, state or foreign law or statute of the United States or of any substantial part of the Company’s property or any substantial part of any Subsidiary’s property; (d) the entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Subsidiary of a voluntary or involuntary case or proceeding under any applicable federal, state thereofor foreign bankruptcy, insolvency, reorganization or other similar law or (ii) a decree, order, judgment or other similar document adjudging the Company or any Subsidiary as bankrupt or insolvent, or consent to approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of the appointment of Company or any Subsidiary under any applicable federal, state or foreign law or (iii) a decree, order, judgment or other similar document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or liquidator other similar official of the Company or any Subsidiary or of any or substantially all substantial part of its property; or, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar document unstayed and in effect for a period of thirty (30) consecutive days; (ce) A petition under a final judgment, judgments, any part arbitration or mediation award or any settlement of any litigation or any other satisfaction of any claim made by any Person pursuant to any litigation, as applicable, (each a “Judgment”, and collectively, the federal bankruptcy laws“Judgments”) with respect to the payment of cash, securities and/or other assets with an aggregate fair market value in excess of $2,000,000 are rendered against, agreed to or an action under otherwise accepted by, the Company and/or any present or future insolvency law or statuteof its Subsidiaries and which Judgments are not, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing entry thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenantbonded, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increasestayed pending appeal, or replace, the Deposit as required herein; or are not discharged within thirty (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (12030) days after the giving expiration of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreementstay; provided, however, that nothing herein any Judgment which is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the $2,000,000 amount set forth above so long as the Company provides the Holder written evidence of such insurance coverage or indemnity (which evidence shall be deemed reasonably satisfactory to imply the Holder) to the effect that Tenant shall be entitled such Judgment is covered by insurance or an indemnity and the Company or such Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity prior to additional notice the later of (i) thirty (30) days after the issuance of such Judgment or cure rights (ii) any requirement to pay such Judgment; (f) the Company and/or any Subsidiary, individually or in the aggregate, fails to pay, when due, or within any applicable grace period, any payment with respect to any Indebtedness in excess of $2,000,000 due to any third party or is otherwise in breach or violation of any agreement for monies owed or owing in an amount in excess of $2,000,000, which breach or violation results in the acceleration of amounts due thereunder or permits the other party thereto to accelerate amounts due thereunder; (g) any breach or failure in any respect by the Company to comply with any provision of this Note or any other Transaction Document for thirty (30) days after delivery to the Company of notice of such breach or failure by or on behalf of a Secured Party (as defined in the Security Agreement) or the Agent (as defined in the Security Agreement) or thirty (30) days after an officer of the Company has knowledge of such breach or failure, unless such default is capable of cure but cannot be cured within such time frame and the Company is using best efforts to cure the same in a timely manner; (h) any Material Adverse Change occurs (other than any Excluded Event) and is not otherwise cured within thirty (30) days of written notice thereof by the Required Holders; (i) any provision of any Transaction Document (shall at any time for any reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against the parties thereto, or the validity or enforceability thereof shall be contested by any party thereto, or a proceeding shall be commenced by the Company or any Subsidiary or any governmental authority having jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof, or the Company or any Subsidiary shall deny in writing that it has any liability or obligation purported to be created under any Transaction Document to which it is a party, or any Lien created by the Security Agreement ceases to be enforceable and of the same effect and priority purported to be created thereby, other than as expressly permitted thereunder or thereunder; (j) any Fundamental Transaction occurs without the written consent of the Required Holders; (k) any Event of Default (as defined in the Security Agreement) occurs with respect to the Security Agreement; (l) any Event of Default (as defined in the Other Notes) occurs with respect to any Other Notes; (m) any representation, warranty, certification or other statement of fact made or deemed made by or on behalf of the Company herein or in any other Transaction Document proves to have been false or misleading in any material respect on or as of the date made or deemed made; or (n) any Subordinated Indebtedness cease for any reason to be validly subordinated to the Indebtedness evidenced by this Note, or the Company, any Subsidiary or any holder thereof (or its trustee or agent) so asserts. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall promptly deliver written notice thereof via facsimile and overnight courier (with next day delivery specified) (an “Event of Default Notice”) to the Holder. Notwithstanding anything to the contrary set forth above or elsewhere herein, the following Indebtedness and obligations, and any defaults with respect thereto, shall not constitute an Event of Default under Section 3.1(f) above: (i) any payments contested by the Company and/or such Subsidiary (as the case may be provided be) in good faith by proper proceedings and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP and, with respect to any subsidiary, such other agreementdefault is otherwise resolved in a manner which does not result in a Material Adverse Change; and (ii) with respect to any Subsidiary, any default with respect to a non-recourse obligation and such default does not otherwise result in a Material Adverse Change.

Event of Default. 4.1 The occurrence of any one or more of the following events shall constitute a breach an event of this Lease and default (each an “Event of Default” hereunder”) under this Loan Agreement: (a) Tenant shall fail duly and punctually The Purchaser fails to pay Rent, or on the due date any amount payable by it under this Agreement to make any other payment required hereunder, when due the Sellers unless: (i) the Purchaser’s uses its right to City, and such failure shall continue beyond the date specified Change of Repayment Date in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunderaccordance with Section 3.5; or (ii) payment is made within ten (10) banking days of the due date; (b) Tenant shall the Purchaser has become insolventinsolvent or a liquidator, administrator, receiver or shall take the benefit of any present similar officer is sought to be appointed or future insolvency statute, or shall make a general assignment appointed for the benefit of creditors, Purchaser or file for a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all substantial part of its property; or, or bankruptcy, reorganisation or other insolvency proceedings or other action for the relief of debtors have been instituted by or against the Purchaser. This sub-clause (b) shall not apply to any winding-up process which is frivolous or vexations. (c) A petition under the Purchaser has failed to pay when due any part financial indebtedness from bank or other financial institution non-trade lender or investor, unless payment is made within ten (10) banking days from the due date (or another period of time agreed between the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant Purchaser and shall not be dismissed within thirty (30) days after the filing thereof; orrelevant institution). (d) There shall occur is commenced against Purchaser in Finland any case, proceeding or action seeking attachment, execution or similar process against all or a Transfer without the prior approval substantial part of the City; orassets of Purchaser. (e) Tenant 4.2 At any time after an Event of Default has occurred and for as long such Event of Default has not been waived or remedied, the Sellers may declare that all parts of the Loan Amount, together with ant accrued interest and other amounts outstanding under this Agreement be immediately due and payable, whereupon they shall voluntarily abandonbecome immediately due and payable. In addition, desert Sellers may file suit or vacate exercise any other right or remedy provided in law or in equity in connection with a breach or default of this Agreement. Upon an Event of Default, in addition to interest accruing on the Premises; or (f) Any lien Loan Amount hereunder, the Purchaser shall be filed against liable for reasonable and documented attorneys’ fees and costs incurred by the Premises as a result Sellers in enforcing this Agreement and collecting amounts due and payable hereunder. The failure by Sellers to exercise any right or remedy with respect to the declaration of any act default or omission Event of Tenant, and Default shall not be discharged deemed or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail construed to provide, maintain, increaseconstitute a waiver by, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to preclude Sellers from exercising any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights right with respect to such default other than as may be provided in such other agreementor Event of Default at a later date or with respect to any subsequent default or Event of Default by Purchaser.

Event of Default. The occurrence During the existence and continuance of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder: (a) Tenant shall fail duly and punctually , issuance by Administrative Agent on behalf of Secured Parties of a receipt to any Person obligated to pay Rentany Capital Contribution to any Credit Party shall be a full and complete release, or to make any other payment required hereunder, when due to Citydischarge, and acquittance to such failure shall continue beyond Person to the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice extent of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed amount so paid to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment Administrative Agent for the benefit of creditorsSecured Parties, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and so long as such amount shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a Transfer without the prior approval trustee, receiver or any other Person under any bankruptcy act or code, state or federal law, common law or equitable doctrine. Administrative Agent, on behalf of the City; or (e) Tenant shall voluntarily abandonSecured Parties, desert is hereby authorized and empowered, during the existence of and continuance of an Event of Default, on behalf of any Credit Party, to endorse the name of any Credit Party upon any check, draft, instrument, receipt, instruction, or vacate other document, agreement or item, including, but not limited to, all items evidencing payment of a Capital Contribution of any Person to any Credit Party coming into Administrative Agent’s or any Lender’s possession, and to receive and apply the Premises; or (f) Any lien proceeds therefrom in accordance with the terms hereof. Administrative Agent on behalf of Secured Parties is hereby granted an irrevocable power of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any Credit Party, either before or after demand of payment on the Obligations but only during the existence and continuance of an Event of Default, as shall be filed against deemed by Administrative Agent to be necessary or advisable, in the Premises as a result sole discretion, reasonably exercised, of any act Administrative Agent, to preserve the security interests and Liens in the Capital Commitments or omission to secure the repayment of Tenantthe Obligations, and neither Administrative Agent nor Secured Parties shall not incur any liability, in the absence of gross negligence or willful misconduct, in connection with or arising from its exercise of such power of attorney. The application by Secured Parties of such funds shall, unless Administrative Agent shall agree otherwise in writing, be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit same as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementSection 3.4.

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease Permit and an “Event of Default” hereunder: (a) Tenant Permittee shall fail duly and punctually to pay RentPermit Fees, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such breach or default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent Permit Fees or other payment during the Termunder this Permit, thereafter Tenant Permittee shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent Permit Fees or other payment. In such event, there shall be deemed to occur an “Event of Default Default” immediately upon Tenant▇▇▇▇▇▇▇▇▇’s failure to duly and punctually pay Rent Permit Fees or other payment hereunder; or (b) Tenant Permittee shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant Permittee and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant Permittee shall voluntarily abandonfail to provide the Deposit within five (5) days after the Reference Date or shall fail to maintain in full such Deposit at all times thereafter, desert or vacate the Premisesand such failure shall continue for a period of more than three (3) days after delivery by Director of written notice of such failure; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant Permittee shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (ig) Tenant Permittee shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this LeasePermit, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant Permittee fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty thirty (12030) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (kh) There shall occur a default under any other agreement between Tenant Permittee and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant Permittee shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement.

Event of Default. The occurrence of any one or more Each of the following events shall constitute a breach be an event of default by Tenant under this Lease and (each, an “Event of Default” hereunder:”): (a) if any representation or warranty of Tenant shall fail duly and punctually set forth in 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 Rentthe same; (c) if Tenant fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to make 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 Lease; provided, however, if any such failure does not involve the payment required hereunderof any Monetary Obligation, when due to Cityis 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 continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur constitute an Event of Default immediately upon Tenant’s failure to duly hereunder, unless otherwise expressly provided herein, unless and punctually pay Rent or other payment hereunder; or (b) until Landlord shall have given Tenant shall become insolvent, or shall take the benefit written notice thereof and a period of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or shall have elapsed, during which period Tenant may correct or cure such failure, upon failure 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 (d) There shall occur 30)-day period, as determined by Landlord in its reasonable discretion, and Tenant is diligently pursuing a Transfer without the prior approval cure of the City; or (e) such failure, then Tenant shall voluntarily abandonhave a reasonable period to cure such failure beyond such thirty (30)-day period, desert or vacate the Premises; or which shall in no event exceed ninety (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (2090) days after receipt 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 thereof by Tenant; oror demand of any kind being required; (g) if a final, nonappealable judgment is rendered by a court against Tenant shall fail to providewhich has a Material Adverse Effect, maintain, increase, and is not discharged or replace, provision made for such discharge within ninety (90) days from the Deposit as required herein; ordate of entry thereof; (h) if Tenant shall fail to obtain and maintain the insurance required hereunder, be liquidated or provide copies of the policies dissolved or certificates to City as required hereinshall begin proceedings towards its liquidation or dissolution; or (i) if the estate or interest of Tenant in the Property shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth be levied upon or attached in this Lease, any proceeding and such failure estate or interest is about to be sold or transferred or such process shall continue for a period of more than three not be vacated or discharged within ninety (390) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default it is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementmade.

Event of Default. The occurrence of any one or more Any of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder”: (ai) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such A default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice in full of any further defaults amounts due and owing under this Note on or prior to the due date therefor as specified in the payment Section 1 above, subject to Borrower’s ability cure such default within ten (10) days of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; ordue date; (bii) Tenant shall become insolventIf, pursuant to or shall take within the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of any state thereofdebtors (a “Bankruptcy Law”), the Borrower shall (A) commence a voluntary case or proceeding; (B) consent to the entry of an order for relief against it in an involuntary case; (C) consent to the appointment of a trustee, receiver, assignee, liquidator or similar official; or (D) make an assignment for the benefit of its creditors; (iii) If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against either Borrower in an involuntary case, (B) appoints a trustee, receiver, assignee, liquidator or liquidator of any similar official for either Borrower or substantially all of its propertyeither ▇▇▇▇▇▇▇▇’s properties, or (C) orders the liquidation of either Borrower, and in each case the order or decree is not dismissed within ninety (90) days; or (civ) A The occurrence of a Change of Control. Upon the occurrence of an Event of Default, then the Stockholders’ Representative may by notice in writing to the Borrowers, declare this Note to be forthwith due and payable and thereupon this Note will be and become due and payable, together with interest accrued thereon (provided that if an Event of Default results from the filing of a voluntary or involuntary petition under in any part bankruptcy proceeding in which any Borrower is the debtor, the Note thereupon will immediately become due and payable, with interest accrued thereon, without any notice from the Stockholders’ Representative of the federal bankruptcy lawsNote or otherwise), and may take any action or an action under proceeding at law for the protection of the collective interest of the Stockholders’ Representative of the Note to collect and enforce payment, and the Borrowers will pay all expenses, court costs and reasonable attorneys’ fees incurred in connection with or arising out of any present or future insolvency law or statute, default hereunder. The Borrowers shall be filed against Tenant and shall not be dismissed within thirty responsible for the Stockholders’ Representative’s costs reasonably incurred in the collection of amounts owing under this Note (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this LeaseSection 8(g) below), and if any such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of timecosts are incurred, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant then amounts received from Borrowers under this Lease for any illegal purposeNote shall first be applied to costs of collection, or any purpose not approved by Director; or (k) There shall occur a default then to the principal balance under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementthis Note.

Event of Default. The occurrence of any one or more Each of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder”: (ai) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, Registration Default as set forth in the event there occurs Securities Purchase Agreement; (ii) default in the payment of the Principal and unpaid accrued Interest of this Note within two (2) defaults in Business Days of becoming due and payable; (iii) any other default by the payment Company of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice performance of any further defaults in of its obligations or any breach by the payment Company of Rent any representations or other payment. In covenants (provided that a default of any such event, there shall be deemed to occur covenant is not otherwise defined as an Event of Default immediately under this Section 4(a)) hereunder or under the Securities Purchase Agreement (provided that the representations and warranties under the Securities Purchase Agreement shall only survive for one year from the date of execution of the Securities Purchase Agreement) upon Tenant’s failure 10 days notice from the Holder to duly and punctually pay Rent or other payment hereunder; orthe Company; (biv) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or Company shall make a general an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, consent to entry of an order for relief against it in an involuntary case, be adjudicated insolvent or bankrupt, petition or apply to any tribunal for the appointment of any receiver, trustee or similar official for it or a petition substantial part of its assets, or answer seeking an arrangement for its commence any proceeding under any bankruptcy, reorganization, or the arrangement, readjustment of its indebtedness under the federal bankruptcy lawsdebt, dissolution or under any other liquidation law or statute of the United States any jurisdiction, whether now or of any state thereof, or consent to hereafter in effect; there shall occur the appointment of a receiver, trustee, assignee, liquidator, custodian or liquidator similar official of it or a substantial part of its assets; or there shall have been filed any such petition or application or any such proceeding shall have been commenced against it, which remains undismissed for a period of 60 days or more; the Company by any act or omission shall indicate its consent to, approval of or acquiescence in any such petition, application or proceeding or the appointment of any trustee for it or substantially all any substantial part of any of its properties; (v) a court of competent jurisdiction shall enter an order or decree under any Bankruptcy Law that is for relief against the Company in an involuntary case, appoints a receiver, trustee, assignee, liquidator or similar official of the Company or for any substantial part of its property, or orders the liquidation of the Company; and the order or decree remains unstayed and in effect for 30 days; (vi) if at any time while any of the Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (as defined below); (vii) the Company fails to repay all Senior Debt other than the Remaining Senior Debt as set forth in Section 11(a) hereof within 21 days of the Issuance Date; or (cviii) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant Company fails to commence the cure of such failure within three comply with Sections 13(a) or (313(b) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementhereof.

Event of Default. The occurrence An Event of Default shall be deemed to have occurred and may be declared by the Pledgee upon the happening of any one or more of the following events shall constitute a breach of this Lease and an events: (a) An “Event of Default” hereunder:under any Document or any agreement or note related to any Document shall have occurred and be continuing beyond any applicable cure period; (ab) Tenant Any Pledgor shall fail duly default in the performance of any of its obligations under any agreement between any Pledgor and punctually to pay RentPledgee, or to make any other payment required hereunderincluding, when due to Citywithout limitation, this Agreement, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice cured for a period of fifteen (15) days after the occurrence thereof; (c) Any representation or warranty of any further defaults Pledgor made herein, in any Document or in any agreement, statement or certificate given in writing pursuant hereto or thereto or in connection herewith or therewith shall be false or misleading in any material respect; (d) Any portion of the payment Collateral is subjected to levy of Rent execution, attachment, distraint or other payment. In such event, there shall be deemed to occur an Event judicial process; or any portion of Default immediately upon Tenant’s failure to duly and punctually pay Rent the Collateral is the subject of a claim (other than by the Pledgee) of a Lien or other payment hereunderright or interest in or to the Collateral and such levy or claim shall not be cured, disputed or stayed within a period of fifteen (15) business days after the occurrence thereof; or (be) Tenant Any Pledgor shall become insolvent(i) apply for, consent to, or shall take suffer to exist the benefit of any present or future insolvency statuteappointment of, or shall the taking of possession by, a receiver, custodian, trustee, liquidator or other fiduciary of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of creditors, (iii) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a voluntary petition in bankruptcyseeking to take advantage of any other law providing for the relief of debtors, (vi) acquiesce to, or a fail to have dismissed, within sixty (60) days, any petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness filed against it in any involuntary case under the federal such bankruptcy laws, or under (vii) take any other law or statute action for the purpose of effecting any of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementforegoing.

Event of Default. The An "Event of Default" under this Convertible Senior Note means the occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder: (a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and whether the reason for such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure shall be voluntary or involuntary or be effected by operation of law or pursuant to duly any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (i) nonpayment of any principal or interest installment when and punctually pay Rent as due hereunder which is not cured by USA within thirty (30) days after the due date; (ii) any other breach of the terms hereof which is not cured by USA within thirty (30) days after notice from Lender; (iii) the institution of any proceedings by or against USA under any law relating to bankruptcy, insolvency, reorganization or other payment hereunder; or (b) Tenant shall become insolvent, form of debtor relief or shall take the benefit of any present or future insolvency statute, or shall make a general USA`s making an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, conservator or liquidator of other judicial representative for USA or any or substantially all of its propertyrespective properties, or the admission in writing by USA of its inability to pay its debts generally as they become due; or or (civ) A petition any default by USA under any part agreement for borrowed money which default continues after expiration of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant applicable notice and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreementsgrace period, if any, provided in the agreement and which permits the holder thereof to accelerate the indebtedness due thereunder. Upon the occurrence of an Event of Default, the entire principal and any accrued interest due hereunder shall accelerate and become immediately due and payable without presentation, demand, protest or further demand or notice of any kind, all of which are expressly waived by USA, and ▇▇▇▇▇▇ shall thereupon have all rights and remedies provided hereunder or otherwise available at law or in equity. The period of time commencing from the date of the occurrence of an Event of Default until the date such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed referred to imply that Tenant shall be entitled to additional notice as the "Default Period". During any Default Period, any late interest or cure rights with respect to such default other than as may be provided principal payments will accrue interest at a rate of 1% per month, cumulative and compounding until all accrued and unpaid principal and interest is paid in such other agreementfull.

Event of Default. The As used herein, the term "Event of Default" means the occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder:events. (a) Tenant shall fail duly and punctually to pay RentExcept in an Event of Non-appropriation of funds as set forth in Section 7 of this Agreement, or the Authority fails to make any Lease Payment (or any other payment required hereunderpayment) as it becomes due in accordance with the terms of this Agreement and such failure continues for ten (10) days after the due date thereof. (b) The Authority fails to perform or observe any other covenant, when due condition, or agreement to Citybe performed or observed by it hereunder or under this Agreement, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third is not cured within thirty (3rd30) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute days of the United States or Authority’s receipt of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; ornotice from Lessor. (c) A petition The discovery by Lessor that any statement, representation, or warranty made by the Authority in this Agreement is false, misleading or erroneous in any material respect. (d) Proceedings under any part of bankruptcy, insolvency, reorganization or similar legislation shall be instituted against or by the federal bankruptcy lawsAuthority, or an action under any present a receiver or future insolvency law or statute, similar officer shall be filed against Tenant appointed for the Authority or any of its property, and such proceedings or appointments shall not be dismissed vacated, or fully stayed, within thirty (30) days after the filing institution or occurrence thereof; or (d) There shall occur a Transfer without the prior approval of the City; or. (e) Tenant shall voluntarily abandonAn attachment, desert levy or vacate execution is threatened or levied upon or against the Premises; orEquipment, and such attachment, levy or execution is not cured within thirty (30) days. (f) Any lien shall be filed certificate, statement, representation, warranty, or financial statement heretofore or hereafter furnished pursuant to or in connection with this Agreement by or on behalf of the Authority is false in any material respect at the time as of which the facts therein set forth were stated or certified, or omits any substantial contingent or unliquidated liability or claim against the Premises as a result Authority or, upon the date of execution of this document or any act schedule, there shall have been any materially adverse change in any of the facts disclosed by any such certificate, statement, representation, or omission of Tenantwarranty, and which shall not be discharged have been disclosed in writing to Lessor at or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt prior to the time of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, execution of this document or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementschedule.

Event of Default. The occurrence of any one or more of the following events shall will constitute a breach of this Lease and an “Event of Default” hereunder:on the part of Tenant. (a) Tenant shall fail duly and punctually Failure to pay any installment of Annual Basic Rent, any Additional Rent or to make any other payment sum required hereunderto be paid by Tenant under this Lease, when due to Citydue, and such which failure shall continue beyond the date specified in a is not cured within fifteen (15) days after written notice thereof by Landlord to Tenant; (b) Failure to perform any of such default from Director, the other covenants or conditions which date shall be no earlier than the third Tenant is required to observe and perform (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults except failure in the payment of Annual Basic Rent, Additional Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth 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 have occurred if Tenant, within such thirty (30) day period, commences curing of such failure and diligently in good faith prosecutes the same to completion and furnishes evidence thereof to 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 more than three sixty (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (12060) days after the giving 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 First Notice; ordate 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 shall use of a voluntary petition pursuant to the Bankruptcy Code or give its permission to any person to use any portion of Airport successor thereto or the Terminal Buildings used by filing of an involuntary petition against Tenant under this Lease for any illegal purpose, pursuant to the Bankruptcy Code or any purpose successor legislation, which petition is not approved by Directordischarged within forty-five (45) days after the date of filing; or (k) There shall occur a default The occurrence of an Event of Default under any the other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementprovisions of this Lease.

Event of Default. The Notwithstanding any cure periods described below, Borrower shall immediately notify Lenders in writing when Borrower obtains knowledge of the occurrence of any default specified below. Regardless of whether Borrower has given the required notice, the occurrence of one or more of the following events shall will constitute a breach of this Lease and an “Event of Default” hereunderunder the Term Loan: (a) Tenant shall fail duly and punctually Borrower or any Major Bank Subsidiary applies for, consents to pay Rentor acquiesces in the appointment of a receiver for itself, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond in the date specified in a written notice absence of such default from Directorapplication, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoingconsent or acquiescence, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; ora receiver is appointed for Borrower; (b) Tenant Any proceedings are commenced by or against Borrower or any Major Bank Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law or statute of the federal government or any state government, if such proceedings are instituted, Borrower or Bank by any action or failure to act indicates its approval of, consent to or acquiescence therein, or an order shall become insolventbe entered approving the petition in such proceedings and within ninety (90) days after the entry thereof such order is not vacated or stayed on appeal or otherwise, or shall take not otherwise have ceased to continue in effect; (c) Borrower or any Major Bank Subsidiary applies for, consents to or acquiesces in the benefit appointment of any present a trustee, receiver or future insolvency statuteliquidator for itself under Chapter 7 or Chapter 11 of the United States Bankruptcy Code (the “Code Provisions”), or shall make in the absence of such application, consent or acquiescence, a general trustee, receiver or liquidator is appointed for Borrower under the Code Provisions, and is not discharged within ninety (90) days, or any bankruptcy, reorganization, debt arrangement or other proceeding or any dissolution or liquidation proceeding is instituted by or against Borrower under the Code Provisions, and if instituted, is consented or acquiesced in by it or remains for ninety (90) days undismissed, or if Borrower or Bank is enjoined, restrained or in any way prevented from conducting all or any material part of its business under the Code Provisions. (d) Borrower or any Major Bank Subsidiary becomes insolvent or is unable to pay its debts as they mature; or makes an assignment for the benefit of creditors, creditors or file a voluntary petition admits in bankruptcy, writing its inability to pay its debts as they mature; or a petition or answer seeking an arrangement for its reorganization, or the readjustment suspends transaction of its indebtedness under the federal bankruptcy laws, usual business; or under any other law or statute of the United States or if a trustee of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any substantial part of the federal bankruptcy lawsassets of Borrower or Bank is applied for or appointed, and if appointed, Borrower or Bank by any action or failure to act indicates its approval of, consent to, or an action under any present acquiescence in such appointment, or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty ninety (3090) days after the filing thereof; or (d) There such appointment, such appointment is not vacated or stayed on appeal or otherwise, or shall occur a Transfer without the prior approval of the City; ornot otherwise have ceased to continue in effect; (e) Tenant shall voluntarily abandon, desert Borrower fails to pay any principal or vacate interest due on the Premises; orTerm Loan when due; (f) Any lien shall be filed against the Premises as a result of Borrower fails to pay any act other fees, charges, costs or omission of Tenant, expenses under this Agreement and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and case such failure shall continue for a period of more than three thirty (330) days after delivery notice thereof is given by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails any Lender to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First NoticeBorrower; or (jg) Tenant shall use Borrower fails to perform or give its permission to observe in any person to use material respect any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purposeagreement, term, provision, condition, or covenant (other than any purpose not approved by Director; or (k) There shall occur a default under such failure that results in an Event of Default as expressly provided in any other clause of 0) required to be performed or observed by Borrower hereunder or other agreement between Tenant with or in favor of Lenders and City, including the Other Agreements, if any, and in each case such default failure shall continue for a period of thirty (30) days after notice thereof is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed given by any Lender to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementBorrower.

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunderDefault under this Agreement: (a1) Tenant shall fail duly and punctually The Borrower fails to pay Rentmake any payment, when due, of principal or to interest under this Agreement or make any other payment required hereunder, when due to Cityany Bank, and any Arranger or the Agent under this Agreement or any other related agreement (regardless of whether such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two payment becomes due by acceleration or otherwise). (2) defaults in The Borrower fails to perform or violate any condition, covenant, undertaking or obligation towards any Bank, any Arranger or the payment of Rent Agent stipulated under this Agreement, or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice performance of any further defaults in the payment of Rent such condition, undertaking, covenant or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant obligation hereunder shall become insolvent, invalid or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if anyillegal, and such default is not cured within 14 days after the occurrence thereof. (3) The Borrower or any Subsidiary defaults in making payment of any sums under any other agreement with any Bank, any Arranger, the Agent or any third party; or the Borrower or any Subsidiary (whether as primary obligor or guarantor) encounters any event which accelerates or permits acceleration of the maturity of any debt obligations of the Borrower or any Subsidiary with any such creditors in an accumulated amount of NT$350,000,000 or more, or the equivalent thereof in another currency. (4) Any representation or warranty made by the Borrower under this Agreement is found to be false or untrue when made or is reasonably deemed by the Majority Banks as having become false or untrue. (5) The Borrower shall cease doing business as an ongoing concern; admit in writing its inability to pay its debts as they become due; file a petition in bankruptcy (or has any such petition filed against it); be adjudicated bankrupt or insolvent; file a petition (or has any such petition filed against it) seeking any reorganization, composition, liquidation, dissolution, delisting of shares of stock, suspension of trading or similar arrangement under any statute, law or regulation for the relief of debts; file an answer admitting the material allegations of a petition filed against it in any such proceeding; and cause material adverse changes to its financial conditions. (6) The Borrower shall fail to maintain any of the financial ratios stipulated in Section 8.9 hereof. (7) The Borrower or any Subsidiary shall fail to pay any tax in accordance with applicable laws and regulation, causing material impact on it business operation or financial condition, except if the Borrower or such Subsidiary has filed a petition therefor in accordance with applicable laws and regulations. (8) The Borrower shall fail to provide such financial, business or accounting information as may be provided requested by the Agent pursuant to this Agreement, or shall fail to cooperate in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to the review or inspection of records by the Agent as requested. (9) The Borrower or any Subsidiary shall cease its operations permanently or is ordered to cease its operations permanently, or its checks are dishonored, or has been blacklisted by the bills clearing house, which could adversely affect its ability to perform hereunder. (10) Any government consent, licenses or approval required in connection with the operations of the Borrower or any Subsidiary is revoked or becomes expired which could adversely affect its ability to perform hereunder. (11) Any engagement, covenant, or obligation of the Borrower hereunder may become invalid or unenforceable which could adversely affect its ability to perform hereunder. (12) Any government or governmental authority nationalizes, takes custody or control over or otherwise expropriates all or a substantial part of the property or assets of the Borrower or any Subsidiary which, in the reasonable judgment of the Majority Banks, will cause material adverse impact on the operation of the Borrower or any Subsidiary. (13) Any attachment, compulsory execution, disposal restriction or similar legal process is initiated against any assets of the Borrower or any Subsidiary, which will cause material impact on its business operation of financial condition and is not discharged within 14 days upon occurrence thereof. (14) Any final judgement is rendered against the Borrower or any Subsidiary and the Borrower or such default Subsidiary shall fail to pay the same accordingly. (15) The Borrower or any Subsidiary is subject to any material litigation, arbitration, or other than disputes, or is subject to any ruling or order issued by the court or competent authority against it which could adversely affect its ability to perform hereunder. (16) There occurs a material adverse change in the business operations, financial condition or ability to perform of the Borrower or of the Borrower and the Subsidiaries as may a whole, or any material adverse change in the major shareholding or assets structure of the Borrower, which in the professional judgment of the Majority Banks, gives reasonable grounds for belief that the Borrower’s ability to perform the obligations hereunder or under any related agreement would be provided in such other agreementaffected.

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “"Event of Default” hereunder": (a) Tenant shall fail duly and punctually Borrower fails to pay Rentany portion of the Obligations when due and payable or declared due and payable, or fails to make any other payment remit or deposit items or funds as required hereunder, when due to City, and such failure shall continue beyond by the date specified in a written notice terms of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orthis Agreement; (b) Tenant shall become insolventBorrower fails or neglects to observe, perform or comply with any other term, provision, condition, covenant, warranty or representation contained in this Agreement or the other Loan Documents or in any other agreement now existing or hereafter executed evidencing, securing or relating in any way to the Obligations of Borrower, which is required to be observed, per formed or complied with by Borrower and the same is not cured to Lender's satisfaction within ten (10) days after the earlier of (i) Borrower's having knowledge thereof or (ii) Lender's giving Borrower written notice thereof; (c) If any representation or warranty made in writing by or on behalf of Borrower in this Agreement or in the other Loan Documents or in any other agreement now existing or hereafter executed between Borrower and Lender, or in connection with the transactions contemplated hereby or thereby, shall take prove to have been false or incorrect in any material respect at the benefit time as of which such representation or warranty was made; (d) The occurrence of any present default or future insolvency statuteevent of default on the part of Borrower (including specifically, but without limitation, due to non-payment) under the terms of any agreement, document or instrument pursuant to which Borrower has incurred any Indebtedness (other than the Obligations), which default is not cured within the time, if any, permitted therefor in the agreement governing such Indebtedness; (e) There shall make a general assignment for occur any material uninsured damage to or loss, theft or destruction of any of the benefit Collateral or the Realty; (f) The filing by Borrower of creditors, or file a any voluntary petition in bankruptcyseeking liquidation, or a petition or answer seeking an arrangement for its reorganization, or the arrangement, readjustment of its indebtedness debts or for any other relief under the federal bankruptcy laws, Bankruptcy Code or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenantlaw pertaining to insolvency or debtor relief, and shall not be discharged whether state, federal or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provideforeign, maintain, increase, now or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement.hereafter existing;

Event of Default. The occurrence of any one or more Each of the following events shall constitute a breach of this Lease and be an “Event of Default” or “Default” hereunder: (a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment installment of Rent or other payment during any part thereof within thirty (30) business days after receipt of written notice from Landlord that Tenant has failed to pay such installment once the Term, thereafter Tenant shall not be entitled to, same has become due and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In payable and remains unpaid following such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orthirty (30) business day period; (b) Subject to Force ▇▇▇▇▇▇, Tenant’s determination that operation of the Premises is not economically feasible, or except during Tenant’s construction, alteration or repair of improvements on the Premises, Tenant shall fail, for a period of sixty (60) consecutive business days following receipt of notice from Landlord, to use the Premises for agreed upon activities; (c) Tenant is generally not paying its debts as such debts become insolvent, due or shall take the benefit admit, in writing, that it is unable to pay its debts as such debts become due; (d) Except as contemplated pursuant to Section 7.02 of any present or future insolvency statutethis Lease, or Tenant shall make a general an assignment for the benefit of creditors, or ; (e) Tenant shall file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute Title 11 of the United States Code or of if such petition is filed against Tenant and an order for relief is entered, or Tenant shall file any petition or answer seeking, consenting to or acquiescing in any reorganization, arrangements, composition, readjustment, liquidation, dissolution or similar relief under present or any future federal bankruptcy code or any other present or future applicable federal, state thereofor other statute or law, or shall seek or consent to or acquiesce in or suffer the appointment of a any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of Tenant or of all or any substantial part of its properties or of the Premises or any interest of Tenant therein; (f) If within one hundred twenty (120) days after the commencement of any proceeding against tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy code or any other present or future applicable federal, state or other statute or law, such proceeding shall not have been dismissed, or if, within one hundred twenty (120) days after the appointment, without the consent or acquiescence of Tenant, of any trustee, receiver, custodian, assignee, sequestrator, or liquidator of Tenant or of all or any or substantially all substantial part of its property; or (c) A petition under any part properties or of the federal bankruptcy lawsPremises or any interest of Tenant therein, such appointment shall not have been vacated or stayed on appeal or otherwise, or an action under any present or future insolvency law or statuteif, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result expiration of any act or omission of Tenantsuch stay, and such appointment shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; orhave been vacated; (g) If any material representation made herein by Tenant shall fail proves to provide, maintain, increase, be false or replace, incorrect as of the Deposit as required hereindate when made; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, observe or provide copies perform one or more of the policies other terms, conditions, covenants or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in agreements of this Lease, Lease and such failure is material and shall continue for a period of more than three thirty (330) days after delivery by Director of a written notice of thereof by Landlord to Tenant specifying such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of unless such failure within three (3) days after receipt of the First Noticerequires work to be performed, acts to be done, or thereafter fails conditions to diligently prosecute be removed which cannot by their nature reasonably be performed, done or removed, as the case may be, within such curethirty (30) day period, or fails to actually cause such cure within one hundred twenty (120) days after the giving in which case no Event of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein Default shall be deemed to imply that exist as long as Tenant shall be entitled have commenced curing the same within such thirty (30) day period and shall diligently and continuously prosecute the same to additional notice or cure rights with respect to such default other than as may be provided in such other agreementcompletion).

Event of Default. The occurrence of any one or more (a) Each of the following events shall constitute a breach of this Lease and an “Event of Default” hereunderunder this Agreement: (ai) Tenant shall fail duly and punctually to pay Rent, or The failure of a party to make any monetary payment to the other payment required hereunderto be made in accordance with the terms of this Agreement, when due which failure is not cured within ten (10) days after written notice from the non-defaulting party to Citythe defaulting party; (ii) The failure of a party to perform any of its other material obligations under this Agreement, and such which failure shall continue beyond is not cured within thirty (30) days after the date specified in defaulting party receives a written notice of such default from Directorthe non-defaulting party; provided, which date shall however, that if the failure cannot reasonably be no earlier than 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 third (3rd) day after the effective date of defaulting party is diligently pursuing such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orcure; (biii) Tenant shall become insolventIf any party applies for or consents to the appointment of a receiver, trustee or shall take the benefit liquidator with respect to itself or of any present or future insolvency statuteall of a substantial part of its assets, or shall make 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 file files an answer admitting the material allegations of a petition filed against such party in any bankruptcy, 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 bankruptcybankruptcy or insolvency or a petition for liquidation or reorganization under any bankruptcy law by a party, or a petition or answer seeking an arrangement for its reorganizationparty consenting to, acquiescing in, or the readjustment failing to timely controvert, an involuntary petition in bankruptcy, insolvency or an involuntary petition for liquidation or reorganization filed against it; or (v) The filing against a party of its indebtedness under the federal bankruptcy laws, a petition seeking adjudication of a party as insolvent or under any other law seeking liquidation or statute of the United States reorganization or of any state thereof, or consent to the appointment of a receiver, trustee, trustee or liquidator of any all or substantially all a substantial part of its property; ora party’s assets, if such petition is not dismissed within ninety (90) days. (cb) The following shall also constitute an Event of Default of Manager under this Agreement: (i) A petition default or material breach by Casino Tenant under any part Section 14.1(a), (c), (d), (f), (h), (i) or (j) of the federal bankruptcy lawsCasino Lease, or an action by Manager under any present the Gaming Management Agreement, the Liquor Management Agreement or future insolvency law the IP License, in each case for which Owner (or statute, 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 be filed against Tenant fail to maintain all necessary Approvals required by Governmental Authorities to operate the Resort and shall not be dismissed fail to cure such default within the earlier of (i) thirty (30) calendar days after written notice from Owner, and (ii) the filing thereof; orexpiration of the administrative cure period, if any, provided by the Governmental Authorities. (diii) There shall occur a Transfer without From and after the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of TenantTakeover Date, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant as otherwise applicable, Manager shall fail to provide, maintain, increase, comply with the Gaming Act or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies any requirements of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Leaseany Governmental Authorities, and such failure shall continue for a 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 more than three twelve consecutive months during the Term. (3iv) 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 delivery by Director of a 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 not cured by Manager within two (2) days after written notice from Owner. (vi) Manager shall fail to furnish Owner with proof of such failure any insurance policy required to be maintained by Manager within ten (10) days after request from owner, but no later than the “First Notice”); or if satisfaction of such obligation requires activity over deadline established in Section 11.3. (vii) Manager shall fail to timely deliver any estoppel certificate a period of time, if Tenant fails required by 20.13 and fail to commence the cure of such failure within three ten (310) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; orwritten notice from Owner. (jc) Tenant shall use or give its permission Upon the occurrence of an Event of Default (and a failure to any person to use any portion cure such Event of Airport or Default within the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreementsapplicable cure period, if any), and such default is not cured as or an event described in Section 15.2 or Section 16, the non-defaulting 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 this 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 agreementnotice; provided, however, that nothing herein such period may be extended by Owner to allow for a Transition Period, as described in Section 3.4. (d) The right of termination set forth in the preceding sentence, if available, shall be deemed to imply 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, it being understood and agreed that Tenant the exercise of the remedy of termination shall not constitute an election of remedies and shall be entitled without prejudice to additional notice or cure rights with respect to such default other than as may be provided in any such other agreementrights or remedies otherwise available to the non-defaulting party.

Event of Default. The occurrence of (a) In the event that any one or more of the following events shall constitute a breach occur (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of this Lease and law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body), it shall be deemed an “Event of Default” hereunder: (ai) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such Any default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent the principal, interest on, or other payment during charges in respect of this Note, or any other note issued by the TermBorrower, thereafter Tenant as and when the same shall not be entitled tobecome due and payable; (ii) Borrower shall fail to observe or perform any other material covenant, and City shall have no obligation to giveagreement or warranty contained in, notice or otherwise commit any breach or default of any further defaults in provision of this Note or any other agreement between the payment of Rent or other payment. In such event, there Borrower and the Lender; (iii) There shall be deemed to occur an Event a breach of Default immediately upon Tenant’s failure to duly any of the representations and punctually pay Rent warranties set forth in this Note or other payment hereunderany transaction document executed contemporaneously herewith; or (biv) Tenant Borrower, shall become insolventcommence, or there shall take the benefit be commenced against Borrower any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or Borrower commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any present jurisdiction whether now or future hereafter in effect relating to Borrower or there is commenced against Borrower any such bankruptcy, insolvency statuteor other proceeding which remains undismissed for a period of sixty (60) days; or Borrower is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or Borrower suffers any appointment of any custodian, private or shall make court appointed receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty (60) days; or Borrower makes a general assignment for the benefit of creditors; or Borrower shall fail to pay or shall state that it is unable to pay or shall be liable to pay, its debts as they become due or file a voluntary petition by any act or failure to act expressly indicate its consent to, approval of or acquiescence in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States foregoing; or any corporate or other action is taken by the Borrower for the purpose of effecting any state of the foregoing. (b) Upon the occurrence of an Event of Default, the Lender shall give the Borrower notice of such occurrence, at which time the Borrower shall have five (5) business days from receipt of such notice to pay the outstanding amount of the Note, with any unpaid interest thereof, or consent in full. In the event that full payment is not made upon the expiry of the five (5) day period, a default penalty equal to two percent (2%) of the appointment Face Amount per month during the period of Default (the “Default Penalty”). Lender may then, at its sole discretion declare the entire then outstanding Face Amount of this Note together with any unpaid interest and the Default Penalty immediately due and payable (a receiver“Default Declaration”), trusteein which event the Lender may, or liquidator of at its sole discretion take any or substantially all of its property; oraction it deems necessary to recover amounts due under this Note. (c) A petition under any part Upon the occurrence of an Event of Default, the Lender shall be entitled to receive, in addition to the Face Amount of the federal bankruptcy lawsNote, or an action under any present or future insolvency law or statuteinterest thereon and the Default Penalty, the Lender shall be filed against Tenant entitled to recover all of its costs, fees (including without limitation, reasonable attorney’s fees and shall not be dismissed within thirty (30) days after disbursements), and expenses relating collection and enforcement Note, including all costs and expenses incurred by it in enforcing its rights under the filing thereof; orNote and any transaction document entered into contemporaneously herewith. (d) There The failure of Lender to exercise any of its rights hereunder in any particular instance shall occur not constitute a Transfer without the prior approval waiver of the City; or (e) Tenant shall voluntarily abandon, desert same or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant other right in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, that or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights subsequent instance with respect to such default Lender or any subsequent holder. Lender need not provide and Borrower hereby waives any presentment, demand, protest or other than as notice of any kind, and Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. The remedies available to the Lender upon the occurrence of an Event of Default shall be provided in such other agreementcumulative.

Event of Default. The occurrence of Unless otherwise established hereunder or by any one or more of the following events shall constitute a breach of this Lease and applicable supplemental indenture, an “Event of Default” hereunder:with respect to the Notes of any series shall mean any one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) Tenant 1. default shall fail duly and punctually to pay Rent, be made for more than seven days in the payment of principal or to make for more than 30 days in the payment of interest in respect of any other payment required hereunder, when due to City, and such failure shall continue beyond of the date specified in a written notice Notes of such default from Directorseries or the Guarantee; or 2. the Issuer (or, which date shall be no earlier than if applicable, the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2Guarantor) defaults in the payment of Rent performance or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice observance of any further defaults covenant, condition or provision contained in the payment Notes of Rent such series or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue Indenture for a period of more than three (3) 90 days after delivery written notification requesting such default to be remedied by Director the Issuer or the Guarantor, as the case may be, shall first have been given to the Issuer or the Guarantor, respectively (and to the Trustee in the case of a written notice by the Holders referred to below) by the Trustee or Holders of at least 25% in principal amount of the then Outstanding Notes of such failure series (such notification must specify the Event of Default, demand that it be remedied and state that the notification is a “First Notice”Notice of Default” hereunder); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport 3. the Issuer or the Terminal Buildings used Guarantor shall have become bound as a consequence of a default by Tenant under this Lease it in its obligations in respect of any indebtedness for borrowed moneys having a total principal amount then outstanding of at least $200,000,000 (or its equivalent in any illegal purposeother currency or currencies) contracted or incurred by it prematurely to repay the same, or the Issuer or the Guarantor shall have defaulted in the repayment of any purpose not approved such indebtedness contracted or incurred by Director; or (k) There it at the later of the maturity thereof or the expiration of any applicable grace period therefor, or the Issuer or the Guarantor shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if anyhave failed to pay when properly called upon to do so, and after the expiration of any applicable grace period, any guarantee contracted or incurred by it of any such default is not cured as may be provided indebtedness in accordance with the terms of any such agreementguarantee; provided, however, that nothing herein that, prior to any judgment, if any such default under such indebtedness shall be cured by the Issuer or the Guarantor, or be waived by the holders of such indebtedness, in each case as may be permitted under the terms of such indebtedness, then the Event of Default hereunder by reason of such default shall be deemed likewise to imply that Tenant have been thereupon cured or waived; or 4. a final and non-appealable order of a court of competent jurisdiction shall be entitled made or an effective resolution of the Issuer or the Guarantor shall be passed for the winding-up or dissolution of the Issuer or the Guarantor, as the case may be, except for the purposes of or pursuant to additional notice a consolidation, amalgamation, merger or cure rights with respect reconstruction under which the continuing corporation or the corporation formed as a result thereof effectively assumes the entire obligations of the Issuer or the Guarantor, as the case may be, under this Indenture in relation to the Notes of such default other than series or the Guarantee in connection therewith, as the case may be provided in such other agreement.be; or

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event Events of Default” hereunder: (a) Tenant The Lessee shall fail duly and punctually to pay Rent, or to make any other payment required hereunderof Rent, when due due, subject to City, and such failure shall continue beyond the date specified a five business day grace period available once in a written notice each fiscal quarter in each of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment Lessee's fiscal years during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant There shall become insolventoccur any failure of Lessee to procure any of the insurance coverage required by Section 10 hereof or such insurance shall cease to be in full force and effect; or (c) Lessee shall fail to observe or perform any other of the covenants, conditions, agreements or warranties to be performed or observed by Lessee hereunder and such failure shall continue unremedied for the earlier to occur of (i) a period of ten Business Days after written notice thereof by Lessor, or (ii) a period of ten Business Days after any corporate officer of Lessee who, in the normal course of his operational responsibilities, would have knowledge of the matter and the requirements of this Lease with respect thereto shall take have obtained actual knowledge of such failure; provided, however, removal of the benefit Aircraft at any time from the continental limits of the United States or Canada in a manner not permitted hereunder shall result in an immediate Event of Default; or (d) Any representation or warranty made by Lessee herein or any present document or future insolvency statutecertificate furnished Lessor pursuant hereto shall prove to have been incorrect in any material respect when made and shall remain incorrect and material; or (e) Lessee shall consent to the appointment of or taking possession by a receiver, assignee, custodian, sequestrator, trustee or liquidator (or other similar official) of itself or of a substantial part of its property, or Lessee shall fail to pay its debts generally as they come due (as provided in 11 U.S.C. 303(h)(l)), or shall make a general assignment for the benefit of its creditors, or file Lessee shall commence a voluntary petition in bankruptcycase or other proceeding seeking liquidation, reorganization or a petition other relief with respect to itself or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness debts under the federal Federal bankruptcy laws, as now or under hereafter constituted or any other applicable Federal or State bankruptcy, insolvency or other similar law or statute of the United States or of any state thereof, or shall consent to the appointment entry of an order for relief in an involuntary case under any such law or Lessee shall file an answer admitting the material allegations of a receiver, trusteepetition filed against Lessee in any such proceeding, or liquidator otherwise seek relief under the provisions of any now existing or substantially all future Federal or State bankruptcy, insolvency or other similar law providing for the reorganization or winding-up of its property; or (c) A petition under any part of the federal bankruptcy lawscorporations, or providing for an action under any present agreement, composition, extension or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premisesadjustment with its creditors; or (f) Any lien An order, judgment or decree shall be filed against entered in any proceedings by any court of competent jurisdiction appointing, without the Premises as consent of Lessee, a result receiver, trustee or liquidator of Lessee or of any act substantial part of its property, or omission any substantial part of Tenantthe property of Lessee shall be sequestered, and any such order, judgment or decree or appointment or sequestration shall not be discharged remain in force undismissed, unstayed or contested by Tenant in good faith by proper legal proceedings within twenty (20) unvacated for a period of 60 days after receipt the date of notice thereof by Tenant; entry thereof: or (g) Tenant A petition against Lessee in a proceeding or case under the bankruptcy laws or other insolvency laws (as now or hereafter in effect) shall fail to providebe filed and shall not be withdrawn or dismissed within 90 days thereafter, maintainor, increasein case the approval of such petition by a court of competent jurisdiction is required, the petition as filed or amended shall be approved by such a court as properly filed and such approval shall not be withdrawn or the proceeding dismissed within 90 days thereafter, or replacea decree or order for relief in respect of the Lessee shall be entered by a court of competent jurisdiction in an involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or other similar law, as now or hereafter constituted, and such decree or order shall remain unstayed in effect for a period of 90 days, or if, under the Deposit as required hereinprovisions of any law providing for reorganization or winding-up of corporations which may apply to Lessee, any court of competent jurisdiction shall assume jurisdiction, custody or control of Lessee of any substantial part of its property and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of 90 days; or (h) Tenant A final judgment or judgments by a court or courts or competent jurisdiction for the payment of money in excess of $150,000, shall fail be rendered against Lessee and the same shall remain undischarged for a period of 60 days during which execution of such judgment shall not be effectively stayed, provided, however, that Lessee has not provided for Lessor's benefit a bond or has not placed cash or a cash equivalent in escrow, in each case sufficient to obtain and maintain pay the insurance required hereunder, full amount of such judgment or provide copies of the policies or certificates judgments on terms reasonably satisfactory to City as required hereinLessor; or (i) Tenant shall fail to keepThere occur, perform and observe each and every other promise, covenant and agreement set forth in this Leasebe continuing, and such failure shall continue for having been declared in writing by the party in interest, an event of default under any other agreement between Lessee or an affiliate thereof and Lessor, Owner Participant, Seller, Manufacturer, Trident or any affiliate thereof, or any trustee acting on behalf of any of them, or any lease or sublease with respect to a period of more than three (3) days after delivery by Director Leased Aircraft or any sublease or lease of a written notice Jetstream Model 3101, 3201, or 4101 Turboprop aircraft by Lessee or an affiliate of Lessee ("Other Agreements"), such failure (that pursuant to the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt terms of the First Notice, or thereafter fails Other Agreements the event of default as defined therein shall permit the party in interest to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Noticeterminate said Other Agreement; or (j) Tenant The code sharing agreement between Lessee or its affiliates, and United Airlines, shall use cease to be in full force and effect prior to its expiration in accordance with its term or give its permission to any person to use any portion shall have been amended, modified or supplemented and such amendment modification or supplement would materially adversely affect the ability of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, Lessee or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and Cityaffiliate or subsidiary of Lessee to perform its obligations hereunder, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing contained herein shall be deemed preclude Lessee from entering into any code sharing agreement with any other carrier, or (k) If the Aircraft is flown without a valid certificate of airworthiness or any other valid permit to imply that Tenant shall be entitled to additional notice fly issued by the FAA or cure rights with respect to the registration of the Aircraft or recordation of this Lease is canceled except where such cancellation is caused by the default other than as may be provided in such other agreementor negligence of Lessor.

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and default (an “Event of Default” hereunder”) hereunder by Tenant: (ai) The vacation or abandonment of the Premises by Tenant. Abandonment is herein defined to include, but is not limited to, any absence by Tenant shall fail duly and punctually to pay Rent, from the Premises for five (5) business days or longer. (ii) The failure by Tenant to make any payment of rent or additional rent or any other payment required to be made by Tenant hereunder, as and when due due. (iii) The failure by Tenant to Cityobserve or perform any of the express or implied covenants or provisions of this Lease to be observed or performed by Tenant, and such failure shall continue beyond the date other than as specified in a written notice of such default from Director, which date shall be no earlier than the third Section 23.1(a)(i) or (3rdii) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two above. (21) defaults in the payment of Rent or other payment during the Term, thereafter The making by Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, ; (2) the filing by or file against Tenant of a voluntary petition in bankruptcy, to have Tenant adjudged a bankrupt or a petition for reorganization or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of relating to bankruptcy (unless, in the United States or of any state thereof, or consent to the appointment case of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be Tenant, the same is dismissed within thirty (30) days after days); (3) the filing thereof; or (d) There shall occur appointment of a Transfer without the prior approval trustee or receiver to take possession of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against substantially all of Tenant’s assets located at the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth ’s interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or (4) the attachment, execution or other judicial seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease where such seizure is not discharged within thirty 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 Landlord or Landlord’s lender pursuant to this Lease. (vi) The occurrence of an Event of Default set forth in any of the foregoing clauses (iv) or (v) with respect to any guarantor of this Lease, if applicable. (vii) At the option of Landlord, in its sole and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure absolute discretion, if Tenant occupies any other space in the Project (the “First NoticeOther Premises”, 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 “Occupancy Agreement”); , the occurrence of an Event of Default hereunder shall also be a default or if satisfaction event of default under the Occupancy Agreement and a default or event of default under such obligation requires activity over a period Occupancy Agreement shall be an Event of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; orDefault hereunder. (jviii) Any failure of Tenant shall use or give its permission to any person to use any portion guarantor of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (kto comply with the terms of Section 49(b) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementhereof.

Event of Default. The All Installments outstanding shall, at the option of Dental, become immediately due and payable upon the occurrence of any one or more of the following events (whether such occurrence shall constitute a breach be voluntary or involuntary or come about or be effected by operation of this Lease and law or otherwise) (individually an “"Event of Default” hereunder:"): (a) Tenant shall fail duly and punctually if any creditor of DAA commences any foreclosure, levy, attachment or other action or proceeding to pay Rent, enforce or to make any other payment required hereunder, when due to Citycollect a judgment owed by DAA which is not contested in good faith, and such failure shall continue beyond action or proceeding is not terminated by DAA within fifteen (15) days through the date specified in a written notice satisfaction of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunderunderlying judgment; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general if DAA makes an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under if any part of the federal bankruptcy lawsorder, judgment, or an action under any present decree is entered adjudicating DAA bankrupt or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereofinsolvent; or (d) There shall occur if DAA petitions or applies to any tribunal for the appointment of a Transfer without the prior approval trustee, receiver, or liquidator of the CityDAA, or commences any proceedings relating to DAA under any bankruptcy, reorganization, insolvency, dissolution, or liquidation law of any jurisdiction, whether now or hereafter in effect; or (e) Tenant shall voluntarily abandonif an order, desert judgment, or vacate decree is entered appointing any such trustee, receiver, or liquidator, or approving the Premisespetition in any such proceedings, and such order, judgment, or decree remains unstayed and in effect for more than 30 days; or (f) Any lien shall be filed if any order, judgment, or decree is entered in any proceedings against DAA decreeing the Premises as a result dissolution of any act DAA and such order, judgment, or omission of Tenant, decree remains unstayed and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenanteffect for more than 30 days; or (g) Tenant shall fail if DAA fails to provide, maintain, increase, pay any amount due under this Note within thirty (30) calendar days and one or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies all of the policies Guarantors do not fulfill their obligations under the limited personal guarantees with regard to such amount due. DAA shall immediately notify Dental or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt Holder of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving occurrence of any Event of Default of the First Notice; or Note described in subparagraphs (ja) Tenant shall use or give its permission to (f). Upon the occurrence of any person to use any portion Event of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purposeDefault, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein DAA's liability shall be deemed limited to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementthe value of the Sales Proceeds for the Shares for each Installment still outstanding.

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and be an “Event of Default” hereunderon the part of Tenant: (a) Tenant shall fail duly and punctually Failure to pay any part of the Base Rent or Additional Rent, or to make any other payment sums of money that Tenant is required hereunder, when due to City, and pay under this Lease where such failure shall continue beyond the date specified in continues for a period of five (5) Business Days after written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such noticehas been delivered by Landlord to Tenant. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Landlord’s notice to Tenant shall not be entitled to, and City shall have no obligation pursuant to give, notice of any further defaults in the payment of Rent or other payment. In such event, there this subsection shall be deemed to occur an Event be the notice required under California Code of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orCivil Procedure Section 1161. (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under Failure to perform any other law covenant, condition or statute requirement of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and Lease when such failure shall continue for a period of more than three thirty (330) days after delivery by Director of a written notice thereof from Landlord to Tenant; provided that if the nature of the default is such failure that more than thirty (the “First Notice”); or if satisfaction 30) days are reasonably required for its cure, then an Event of such obligation requires activity over a period of time, Default shall not be deemed to have occurred if Tenant fails to shall commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty said thirty (12030) day period and thereafter diligently and continuously prosecute such cure to completion. Landlord’s notice to Tenant pursuant to this subsection shall be deemed to be the notice required under California Code of Civil Procedure Section 1161. (c) The abandonment of the Premises by Tenant. (d) Tenant shall admit in writing its inability to pay its debts generally as they become due, file a petition in bankruptcy, insolvency, reorganization, dissolution or liquidation under any law or statute of any government or any subdivision thereof either now or hereafter in effect, or Tenant shall make an assignment for the benefit of its creditors, consent to or acquiesce in the appointment of a receiver of itself or of the whole or any substantial part of the Premises. (e) A court of competent jurisdiction shall enter an order, judgment or decree appointing a receiver of Tenant or of the whole or any substantial part of the Premises and such order, judgment or decree shall not be vacated, set aside or stayed within sixty (60) days after the giving date of entry of such order, judgment, or decree, or a stay thereof shall be thereafter set aside. (f) A court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against Tenant under any bankruptcy, insolvency, reorganization, dissolution or liquidation law or statute of the First Notice; or (j) Tenant shall use federal or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, state government or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if anysubdivision of either now or hereafter in effect, and such default is order, judgment or decree shall not cured as may be provided in vacated, set aside or stayed within sixty (60) days from the date of entry of such agreement; providedorder, howeverjudgment or decree, that nothing herein or a stay thereof shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementthereafter set aside.

Event of Default. The occurrence of any one or more Each of the following events shall constitute a breach of this Lease and be deemed an “Event of Default” hereunder”: (a) Tenant a. Borrower shall fail duly and punctually to pay Rentwhen due any monetary obligations existing under the Note, Deed of Trust, or to make any other payment required hereunder, when due to CityLoan Documents, and such failure continues for fifteen (15) days after such amount becomes due and payable (provided that, amounts coming due as a result of a sale of the Property shall continue beyond be due simultaneously with such sale and shall be settled as part of the date specified sale closing). b. Any representation or warranty made or deemed made by the Borrower in a any Loan Document or in any certificate, report, notice, or financial statement furnished at any time in connection with the Loan shall be false, misleading, or erroneous in any material respect when made or deemed to have been made. c. Except as otherwise provided herein, Borrower or any other obligated party shall fail to perform, observe, or comply with any non-monetary covenant, agreement or term contained in this Agreement or any other Loan Document, and such failure is not cured within thirty (30) days of written notice of such default from Directorto Borrower. d. Excluding the Existing Bankruptcy case, which date Borrower or any other obligated party shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoingcommence a voluntary proceeding seeking liquidation, in the event there occurs two (2) defaults in the payment of Rent reorganization, or other payment during the Termrelief with respect to itself or its debts under any bankruptcy, thereafter Tenant shall not be entitled toinsolvency, and City shall have no obligation to givereceivership, notice of any further defaults in the payment of Rent conservatorship, or other payment. In such eventsimilar law now or hereafter in effect or seeking the appointment of a trustee, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent receiver, liquidator, custodian, conservator, or other payment hereunder; or (b) Tenant shall become insolvent, similar official of it or a substantial part of its property or shall take consent to any such relief or to the benefit appointment of or taking possession by any present or future insolvency statute, such official in such a proceeding commenced against it or shall make a general assignment for the benefit of creditorscreditors or shall generally fail to pay its debts as they become due or shall take any corporate action to authorize any of the foregoing or shall be subject to any proceeding to accomplish a comparable arrangement. e. An involuntary proceeding shall be hereinafter commenced against the Borrower or any obligated party seeking liquidation, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of other relief with respect to it or its indebtedness debts under the federal bankruptcy lawsany bankruptcy, insolvency, receivership, conservatorship, or under any other similar law now or statute of the United States hereafter in effect or of any state thereof, or consent to seeking the appointment of a trustee, receiver, trusteeliquidator, custodian, conservator, or liquidator of any other similar official for it or substantially all a substantial part of its property; or, and such involuntary proceeding shall remain undismissed and unstayed for a period of thirty (30) days. (c) A petition under f. Borrower or any part obligated party shall fail to discharge within a period of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandoncommencement thereof any judgment or any attachment, desert sequestration, or vacate the Premises; or (f) Any lien shall be filed similar proceeding against the Premises as a result Property or any of any act its other assets or omission of Tenantproperties, unless such proceeding is being contested diligently and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty and adequate reserves acceptable to Lender have been established. g. A material adverse change in the business, condition (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to providefinancial or otherwise), maintainoperations, increaseperformance, payments or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies prospects of the policies Borrower. h. A substantial change in any fact warranted or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth represented in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); Agreement or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under in any other agreement between Tenant Borrower and CityLender or in any statement, schedule, or other writing furnished in connection therewith. i. The acceleration of the maturity of debt of Borrower to any other person. j. A levy on, seizure or attachment upon the Property or any other property of Borrower. k. A judgment against ▇▇▇▇▇▇▇▇ becomes final. l. Any liability or agreement of third parties to Borrower or on the Property shall not be paid or performed in accordance with the terms thereof. m. Any financing statement regarding the Property but not related to a security interest granted by any of the Loan Documents and not favoring ▇▇▇▇▇▇ is filed, without ▇▇▇▇▇▇’s consent. n. The sale, loss, theft, destruction, encumbrance or transfer of any Property in violation hereof or in the Loan Documents, or substantial damage to any Property. o. A fraudulent representation is made in the Loan Documents or in the financial information delivered to Lender in connection with the Loan. p. A violation of laws, regulations, or ordinances occurs relating to the Property. q. Funds from the Loan or the Property are used for purposes other than the Approved Uses or are otherwise misapplied in any manner, including rents and other profits from the Other Agreementsbusiness associated with the Property retained by Borrower in violation of the terms of the Loan Documents, if anyor the misuse or misappropriation of any insurance proceeds which should have been delivered to Lender. r. There occurs gross mismanagement, intentional waste, theft, or other misappropriation of the Property. s. A breach by Borrower occurs under the Final Order (I) Authorizing the Debtor to (A) Obtain Post-Petition Financing, (B) Grant Senior Secured Priming Liens and Superpriority Administrative Expense Claims, and such default is not cured as may be provided in such agreement(C) Utilize Cash Collateral; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement.(II) Modifying the Automatic Stay; and

Event of Default. The occurrence of any one or more Each of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder: (a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date occurrences shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s hereunder: A. If Tenant fails to pay any Rent when due and such failure to duly and punctually pay Rent or other payment hereunder; or continues for ten (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (3010) days after written notice following the filing thereof; orpayment due date or the date the bill is received by Tenant from Landlord, whichever is later. B. If Tenant fails to pay any monies due Landlord for Additional Charges or for any other sums due under this Lease or any other agreement between Landlord and Tenant (d"Other Payments") There within ten (10) days after written notice to Tenant that Tenant is in default of such payment. Such Other Payments shall occur a Transfer without the prior approval be due within ten (10) days after Landlord sends its invoice to Tenant unless otherwise provided in this Lease. C. Except as otherwise provided in Section 19.8 of this Lease, if Tenant defaults or breaches any of the City; or other (enon-monetary) Tenant shall voluntarily abandoncovenants, desert agreements, conditions or vacate the Premises; or (f) Any lien shall undertakings herein to be filed against the Premises as a result of any act or omission of Tenantkept, observed and shall not be discharged or contested performed by Tenant in good faith by proper legal proceedings within and such default continues for twenty (20) days after receipt of notice thereof by in writing to Tenant; or. (g) D. If Tenant shall fail to providefiles any petition under any chapter or section of the Federal Bankruptcy Code or any similar law, maintainstate or federal, increasewhether now or hereafter existing, or replace, the Deposit as required herein; orshall file an answer admitting insolvency or inability to pay its debts. (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if E. If Tenant fails to commence the cure obtain a stay of such failure within three (3) days after receipt any involuntary proceedings under any chapter or section of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure Federal Bankruptcy Code within one hundred twenty sixty (12060) days after the giving institution thereof. F. If a trustee or receiver is appointed for Tenant or for a major portion of the First Notice; or (j) Tenant shall use its property or give its permission to any person to use for any portion of Airport the Premises and such appointment is not vacated and dismissed within sixty (60) days thereafter and in any event prior to any action adverse to the interest of Tenant or Landlord having been taken by such trustee or receiver. G. If any court takes jurisdiction of a major portion of the Terminal Buildings used by property of Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under part of the Premises in any other agreement between involuntary proceeding for dissolution, liquidation or winding up of Tenant and City, including the Other Agreements, if any, and such default jurisdiction is not cured as may be provided relinquished or vacated within sixty (60) days. H. If Tenant makes an assignment for the benefit of its creditors. I. If Tenant fails to occupy and operate the business in such agreement; providedthe Premises for ten (10) consecutive days, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementunless operation is impracticable for reasons beyond control of Tenant.

Event of Default. The occurrence of any one or more As used in this Agreement, each of the following events shall constitute a breach of this Lease and an “Event of Default” hereunderby Developer, that is subject to the terms of this Section 5.03: 1. a termination of a Ground Lease (a) Tenant shall fail duly with respect to the Phase and punctually the portion of the Property being conveyed pursuant to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunderGround Lease only); or 2. Developer is shown to have committed fraud in connection with any aspect of the negotiation of this Agreement or the construction and development of the Project; or 3. gross negligence or willful misconduct by Developer against the County in connection with construction and development of the Project; or 4. criminal misappropriation of funds by Developer from the construction and development of the Project; or 5. Developer assigns, directly or indirectly, whether voluntarily, involuntarily or by operation of law, any of its rights or obligations under this Agreement without the prior consent of the County, provided however, this clause is only applicable to the extent the County’s prior consent to such assignment is expressly required pursuant to the terms of Article VII; or 6. Alexander (bprior to Final Completion of Phase I) Tenant shall become insolventor Elm Street (at any time during the term of this Agreement), or shall take both, commences any voluntary case in bankruptcy, insolvency or similar proceeding under any federal or state insolvency or debtor-relief law, whether now existing or hereinafter enacted or amended, and, as a result thereof, Developer suspends construction and development of the benefit Project for a period in excess of ninety (90) days; or 7. any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, insolvency or a petition similar proceeding under any federal or answer state insolvency or debtor-relief law, whether now existing or hereafter enacted or amended, shall be filed against Alexander (prior to Final Completion of Phase I) or Elm Street (at any time during the term of this Agreement), or both, seeking an arrangement for its reorganization, liquidation or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, trustee or liquidator of any for all or substantially all of its property; or the assets of Alexander (cprior to Final Completion of Phase I) A petition under or Elm Street (at any part time during the term of the federal bankruptcy lawsthis Agreement), or an action under any present or future insolvency law or statuteboth, shall be filed against Tenant and shall such petition has not be been dismissed within thirty ninety (3090) days after the filing thereof; or 8. failure to achieve either: (da) There shall occur a Transfer without the prior approval Substantial Completion of the CityInfrastructure Component of any Phase; or (b) Final Completion of the Adaptive Re-Use Component of any Phase; by the Final Completion Date (as may be extended by the terms of this Agreement) therefor set forth in the Development Schedule; or 9. a material, negative change in the financial condition of a Completion Guarantor (e) Tenant shall voluntarily abandonwhich, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result for purposes of any act or omission of Tenant, and this Section 5.03.A.9 shall not be discharged or contested deemed to have occurred if the Completion Guarantor is also a completion guarantor for a Funding Source and such Completion Guarantor is not in violation of any financial covenants imposed on such Completion Guarantor by Tenant any Funding Source providing financing for the applicable Phase of the Project in good faith by proper legal proceedings accordance with the Financing Plan for such Phase), which (a) is not resolved within twenty ninety (2090) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director Developer of a written notice of such failure (Default Notice from the “First Notice”)County; or if satisfaction of such obligation requires activity over (b) Developer has not provided a period of timeSubstitute Completion Guarantor, if Tenant fails to commence which has been approved by the cure of such failure County in its sole, but reasonable discretion, within three ninety (390) days after receipt by Developer of a Default Notice from the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First NoticeCounty; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement.

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and be an “Event of Default” hereunderon the part of Tenant: (a) Tenant shall fail duly and punctually Failure to pay any part of the Base Rent or Additional Rent, or to make any other payment sums of money that Tenant is required hereunderto pay under this Lease where such failure continues for a period of three (3) Business Days after written notice of default from Landlord to Tenant. Landlord’s notice to Tenant pursuant to this subsection shall be deemed to be the notice required under California Code of Civil Procedure Section 1161. (b) Failure to perform any other covenant, condition or requirement of this Lease when due to City, and such failure shall continue beyond the date specified in for a period of thirty (30) days after written notice thereof from Landlord to Tenant; provided that if the nature of the default is such default from Directorthat more than thirty (30) days are reasonably required for its cure, which date shall be no earlier than the third (3rd) day after the effective date then an Event of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant Default shall not be entitled to, deemed to have occurred if Tenant shall commence such cure within said thirty (30) day period and City shall have no obligation thereafter diligently and continuously prosecute such cure to give, completion. Landlord’s notice of any further defaults in the payment of Rent or other payment. In such event, there to Tenant pursuant to this subsection shall be deemed to occur an Event be the notice required under California Code of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orCivil Procedure Section 1161. (bc) The abandonment or vacating for more than one (1) month of the Premises by Tenant. (d) Tenant shall admit in writing its inability to pay its debts generally as they become insolventdue, file a petition in bankruptcy, insolvency, reorganization, dissolution or liquidation under any law or statute of any government or any subdivision thereof either now or hereafter in effect, or shall take the benefit of any present or future insolvency statute, or Tenant shall make a general an assignment for the benefit of its creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to or acquiesce in the appointment of a receiver, trustee, receiver of itself or liquidator of the whole or any or substantially all of its property; or (c) A petition under any substantial part of the federal bankruptcy lawsPremises. (e) A court of competent jurisdiction shall enter an order, judgment or an action under decree appointing a receiver of Tenant or of the whole or any present substantial part of the Premises and such order, judgment or future insolvency law or statute, shall be filed against Tenant and decree shall not be dismissed vacated, set aside or stayed within thirty (30) days after the filing thereof; or (d) There date of entry of such order, judgment, or decree, or a stay thereof shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; orbe thereafter set aside. (f) Any lien A court of competent jurisdiction shall be enter an order, judgment or decree approving a petition filed against Tenant under any bankruptcy, insolvency, reorganization, dissolution or liquidation law or statute of the Premises as a result federal or state government or any subdivision of any act either now or omission of Tenanthereafter in effect, and such order, judgment or decree shall not be discharged vacated, set aside or contested by Tenant in good faith by proper legal proceedings stayed within twenty thirty (2030) days after receipt from the date of notice thereof by Tenant; or (g) Tenant shall fail to provideentry of such order, maintain, increasejudgment or decree, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein stay thereof shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementthereafter set aside.

Event of Default. The occurrence of any one or more Each of the following events shall constitute a breach be an event of this Lease and an “default ("Event of Default” hereunder: (a") Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; orunder this Lease: (i) Tenant shall fail to keep, perform and observe each and every pay any installment of Base Rent or any other promise, covenant and agreement set forth in this Leasepayment required herein when due, and such failure shall continue for a period of 5 days after written notice (provided that Landlord shall not be required to provide notice of monetary default more than three twice in any 12 month period or more than four (34) times during the term of this Lease, as it may be extended) from the date such payment was due. (ii) Tenant or any guarantor or surety of Tenant's obligations hereunder shall (A) make a general assignment for the benefit of creditors; (B) commence any case, proceeding or other action seeking to have an order for relief entered on its behalf as a debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or of any substantial part of its property (collectively a "proceeding for relief"); (C) become the subject of any proceeding for relief which is not dismissed within 60 days of its filing or entry; or (D) die or suffer a legal disability (if Tenant, guarantor, or surety is an individual) or be dissolved or otherwise fail to maintain its legal existence (if Tenant, guarantor or surety is a corporation, partnership or other entity). (iii) Any insurance required to be maintained by Tenant pursuant to this Lease shall be cancelled or terminated or shall expire or shall be reduced or materially changed, except, in each case, as permitted in this Lease. (iv) Tenant shall not occupy or shall vacate the Premises or shall fail to continuously operate its business at the Premises for the permitted use set forth herein, whether or not Tenant is in monetary or other default under this Lease. (v) Tenant shall attempt or there shall occur any assignment, subleasing or other transfer of Tenant's interest in or with respect to this lease except as otherwise permitted in this Lease. (vi) Tenant shall fail to discharge any lien placed upon the Premises in violation of this Lease within 30 days after delivery by Director any such lien or encumbrance is filed against the Premises. (vii) Tenant shall fail to comply with any provision of a this Lease other than those specifically referred to in this paragraph 23, and except as otherwise expressly provided herein, such default shall continue for more than 30 days after Landlord shall have given Tenant written notice of such failure (the “First Notice”); default or if satisfaction of such obligation requires activity over a longer period of time, time reasonably required if Tenant fails is actively pursuing such default, but not to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementexceed 90 days.

Event of Default. The occurrence If the holder hereof expends any effort in any attempt to enforce payment of all or any part or installment of any sum due the holder hereunder, or if this note is placed in the hands of an attorney for collection, or if it is collected through any legal proceedings, Maker agrees to pay all collection costs and fees incurred by the holder, including reasonable attorneys' fees. This note is performable in Houston, ▇▇▇▇▇▇ County, Texas, and Maker and each surety, guarantor, endorser and other party ever liable for payment of any sums of money payable on this note, jointly and severally waive the right to be sued hereon elsewhere. This note shall be governed by and construed in accordance with the laws of the state of Texas and the applicable laws of the United States of America. Maker and each surety, guarantor, endorser and other party ever liable for payment of any sums of money payable on this note jointly and severally waive presentment and demand for payment, protest, notice of protest and non- payment of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, diligence in collecting, and grace, and consent to all extensions without notice for any period or periods of time and partial payments, before or after maturity, without prejudice to the holder. Maker acknowledges and understands that under the laws of the State of Texas, unless waived, Maker has the right to notice of Payee's intent to accelerate the indebtedness evidenced by this note, the right to notice of the actual acceleration of the indebtedness evidenced by this note, and the right to presentment of this note by Payee's demand for payment. Maker acknowledges that it understands that it can waive these rights and by Maker's execution of this note it agrees to waive its right to notice of intent to accelerate, its right to notice of acceleration, and its right to presentment or other demand for payment. The holder shall similarly have the right to deal in any way, at any time, without one or more of the following events shall constitute a breach foregoing parties without notice to any other party, and to grant any such party and extensions of this Lease and an “Event time for payment of Default” hereunder: (a) Tenant shall fail duly and punctually to pay Rentany of said indebtedness, or to make release part or all of the collateral securing this note, or to grant any other payment required indulgences or forbearances whatsoever, without notice to any other party and without in any way affecting the personal liability of any party hereunder. Maker hereby authorizes the holder hereof to endorse on the Schedule attached to this note or any continuation thereof, when due all advances made to City, Maker hereunder and such failure shall continue beyond all payments made on account of the date specified in a written notice of such default from Directorprincipal thereof, which date endorsements shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent prima facie evidence as to the appointment outstanding principal amount of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreementnote; provided, however, any failure by the holder hereof to make endorsement shall not limit or otherwise affect the obligations of Maker under the Agreement or this note. DRIL-QUIP, INC. By:_________________________________ J. ▇▇▇▇ ▇▇▇▇▇▇, Vice President ______________ Initialled for Page 4 of a 4 Page Note Identification EXHIBIT J --------- FORM OF NOTICE OF SECOND ADVANCING CREDIT BORROWING _________________, ▇▇___ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇, NATIONAL ASSOCIATION ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Houston, Texas, 77002 Attention: ____________________ Gentlemen: The undersigned is an Authorized Financial Officer of Dril-Quip, Inc., a Texas corporation ("Borrower"), and as such is authorized to make and deliver this Notice of Advancing Credit Borrowing pursuant to Section 3.11 of that nothing herein shall be deemed certain Credit Agreement dated March 30, 1994 as amended by that certain First Amendment to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than Credit Agreement dated December 20, 1994 (as may be provided further amended from time to time, the "Credit Agreement"), by and between BANK ONE, TEXAS, NATIONAL ASSOCIATION ("Lender") and Borrower. All terms defined in such other agreement.the Credit Agreement shall have the same meaning herein. Borrower hereby requests a Borrowing under the Advancing Credit Loan from Lender in accordance with Section 3.11 of the Credit Agreement. In connection with the foregoing and pursuant to the terms and provisions of the Credit Agreement, the undersigned hereby certifies that:

Event of Default. The occurrence of (a) In the event that any one or more of the following events shall constitute a breach occur (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of this Lease and law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body), it shall be deemed an “Event of Default” hereunder: (ai) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such Any default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent the principal of, interest on or other payment during charges in respect of this Note, as and when the Termsame shall become due and payable; (ii) The volume-weighted average price of the Borrower’s stock shall fall below $0.08 for any given trading day after execution of this Note. (iii) Borrower shall fail to observe or perform any other material covenant, thereafter Tenant shall not be entitled toagreement or warranty contained in, and City shall have no obligation to give, notice or otherwise commit any breach or default of any further defaults provision of this Note or the Transaction Documents; (iv) There shall be a breach of any of the representations and warranties set forth in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunderTransaction Documents; or (bv) Tenant Borrower, shall become insolventcommence, or there shall take the benefit be commenced against Borrower any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or Borrower commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any present jurisdiction whether now or future hereafter in effect relating to Borrower or there is commenced against Borrower any such bankruptcy, insolvency statuteor other proceeding which remains undismissed for a period of sixty (60) days; or Borrower is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or Borrower suffers any appointment of any custodian, private or shall make court appointed receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty (60) days; or Borrower makes a general assignment for the benefit of creditors; or Borrower shall fail to pay or shall state that it is unable to pay or shall be liable to pay, its debts as they become due or file a voluntary petition by any act or failure to act expressly indicate its consent to, approval of or acquiescence in bankruptcyany of the foregoing; or any corporate or other action is taken by the Borrower for the purpose of effecting any of the foregoing. (b) Except for the occurrence of an Event of Default described in Section 6(a)(iv) hereof which shall cause an automatic acceleration of all amounts due hereunder, upon the occurrence of an Event of Default: i) Lender may declare the entire then outstanding Face Amount of this Note together with any unpaid interest immediately due and payable or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute payment due hereunder, and ii) the Borrower shall be liable to pay 125 percent times the sum of (x) the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; oroutstanding Face Amount plus (y) accrued but unpaid interest. (c) A petition under At Lender’s sole discretion, at any part time from the occurrence of an Event of Default, Lender may convert the principal balance of this Note then outstanding and any interest accrued thereon, in whole or in part, into restricted shares of Common Stock (the “Conversion Shares”), at a conversion price equal to forty five percent (45%) of the federal bankruptcy laws, or an action under lowest trading price for the Common Stock at any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty time during the prior ten (3010) trading days after immediately preceding the filing thereof; ordate of the Notice of Conversion (the “Conversion Price”). (d) There shall occur a Transfer without ▇▇▇▇▇▇ may convert this Note at the prior approval then applicable Conversion Price by the surrender of this Note (properly endorsed) to Borrower at the principal office of the City; orBorrower, together with the form of Notice of Conversion attached hereto as Exhibit “B” (a "Notice of Conversion") duly completed, dated and executed, specifying therein the principal balance and/or interest to be converted (e) Tenant As soon as practicable, but not in excess of five (5) business days, after the valid conversion of any portion of this Note, Borrower will cause to be issued in the name of and delivered to the Lender (and/or such other person(s) identified in the Notice of Conversion with respect to such conversion), certificates evidencing the number of duly authorized, validly issued, fully paid and non-assessable Conversion Shares to which the Lender (and/or such other person(s) identified in such Notice of Conversion) shall voluntarily abandon, desert or vacate be entitled to receive upon the Premises; orconversion. (f) Any lien If less than the entire Face Amount of this Note and all interest accrued thereon is being converted, Borrower shall be filed against execute and deliver to Lender a new replacement Note (dated as of the Premises as date hereof) evidencing a result of face amount which is the then outstanding amount, plus any act or omission of Tenantunpaid interest thereon, and shall that has not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; orbeen so converted. (g) Tenant The failure of Lender to exercise any of its rights hereunder in any particular instance shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies not constitute a waiver of the policies same or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every of any other promise, covenant and agreement set forth right in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, that or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights subsequent instance with respect to such default Lender or any subsequent holder. Lender need not provide and Borrower hereby waives any presentment, demand, protest or other than as notice of any kind, and ▇▇▇▇▇▇ may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. The remedies available to the Lender upon the occurrence of an Event of Default shall be provided in such other agreementcumulative.

Event of Default. The Event of Default shall mean the occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunderdescribed events: (a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) Borrower defaults in the payment of Rent any principal of the Term Note when the same shall become due, either by the terms thereof or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further otherwise as herein provided. (b) Borrower defaults in the payment of Rent any interest on the Term Note when the same shall become due, either by the terms hereof or otherwise as provided herein. (c) Borrower defaults or any other member of the Obligated Group defaults in the payment of any Additional Payment or any other payment due Ocwen under this Agreement when the same shall become due, either pursuant to the terms of this Agreement or otherwise. (d) Borrower or any other member of the Obligated Group defaults in the payment of the BCC Note or the Deferred Purchase Price Note. (e) Or, any Borrower or other payment. In such eventmember of the Obligated Group defaults in the performance or observation of any term, there agreement, covenant, condition, or obligation (beyond any applicable cure period) in the BCC Note, the Deferred Purchase Price Note, the Term Note, the Subordinate Mortgage, the Management Agreements, the Purchase Agreement, the other Purchase Documents, any of the Security Documents, the Ancillary Documents, the Compromise and Settlement, or the Agreed Entry. (f) Any representation or warranty made by any of Borrower, or any other member of the Obligated Group, either in this Agreement, the BCC Note, the Deferred Purchase Price Note, the Term Note, the Subordinate Mortgage, the Purchase Agreement, the Purchase Documents, the Management Agreements, in the Security Documents, in the Ancillary Documents, in the Compromise and Settlement, in the Agreed Entry, or in any report, certificate or writing furnished in connection with or pursuant to any of the foregoing, shall be deemed to occur an Event false or incorrect in any material respect. (g) Any of Default immediately upon Tenant’s failure to duly and punctually pay Rent Borrower or other payment hereunder; ormember of the Obligated Group, as applicable, defaults in the performance or observation of any of the covenants, conditions or agreements set forth in the following sections of Article IV hereof: 4.2, 4.4, 4.7, 4.9, and the covenants and agreements set forth in the following sections of Exhibit B (and referred to in Section 4.6): Sections 1 and 2 of the Affirmative Covenants and Sections 4 and 8 of the Negative Covenants. (bh) Tenant shall become insolvent, Any of Borrower or shall take another member of the benefit Obligated Group defaults in the performance or observation of any present term, covenant, condition or future insolvency statuteagreement made or required to be observed or performed by the Borrower or such member of the Obligated Group under this Agreement (other than those otherwise referred to in any of the subsections of this Section 6.1) and such default shall continue without cure for 30 days after written notice thereof shall have been given to the Borrower or other member of the Obligated Group, as applicable, by Ocwen; and, in the event that any such default (other than a monetary default) cannot be cured in such initial 30 day period despite the exercise of all reasonable diligence by the members of the Obligated Group, the members of the Obligated Group shall be entitled to an additional 30 days to cure such default (not including monetary defaults) provided the members of the Obligated Group have commenced and continue to diligently prosecute such cure at all times. (i) The Borrower or shall make a general any other member of the Obligated Group makes an assignment for the benefit of creditors, . (j) The Borrower or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute member of the United States Obligated Group petitions or of applies to any state thereof, or consent to tribunal for the appointment of a receiver, trusteetrustee or receiver of the Borrower or member of the Obligated Group, or liquidator of any or substantially all of its property; or (c) A petition under any substantial part of the federal bankruptcy lawsassets of the Borrower or a member of the Obligated Group, or an action commences any proceeding relating to the Borrower or any other member of the Obligated Group under any present bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or future insolvency liquidation law of any jurisdiction whether now or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; orhereafter in effect. (dk) There shall occur a Transfer without the prior approval Any petition or application is filed, or any proceedings are commenced against any Borrower or other member of the City; orObligated Group and the Borrower or such other member of the Obligated Group by any act indicates its approval thereof, consent thereto, or acquiescence therein, or any order is entered appointing a trustee or receiver, or adjudicating the Borrower or any member of the Obligated Group bankrupt or insolvent, or approving the petition at any such proceedings and such order remains unstayed or undischarged for more than 60 days. (el) Tenant shall voluntarily abandon, desert Any order is entered in any proceedings against any of the Borrower or vacate other member of the Premises; orObligated Group decreeing the dissolution of the Borrower or other member of the Obligated Group and such order remains unstayed or undischarged for more than 60 days. (fm) Any lien shall be filed against the Premises as a result The lapse of any act or omission of Tenantlicense, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to providepermit, maintain, increasecertification, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunderother governmental approval, or provide copies Medicare or Medicaid certification, if applicable, as to any Borrower or other member of the policies Obligated Group, as applicable, of any Project Property or certificates to City as required herein; or (i) Tenant shall fail to keepa portion thereof, perform and observe each and every other promiseor any substantial curtailment of the number of licensed beds in operation in any Project Property, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) 30 days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; orin any calendar year in each case. (jn) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purposeThe Borrower, or any purpose not approved member of the Obligated Group, is found by Director; ora court of competent jurisdiction to have violated any federal law punishable by fines of $500,000 or more or imprisonment of five years or more, or is adjudged in a final administrative decision to have committed fraud or abuse against Medicare, Medicaid or any other governmental health care program, if applicable, and after all applicable appeal periods have run. (ko) There shall occur a default under any other agreement between Tenant and CitySubject to Section 6.2(b), including LMR's Net Worth drops below Twenty Million Dollars ($20,000,000.00). (p) The Management Companies fail to obtain the Other Agreements, if any, and such default is not cured required licenses to operate each Project Property effective as may be provided in such agreementof the Closing Date; provided, however, that nothing herein BCS shall be deemed have an additional 60 days after the Closing Date to imply obtain such license. (r) The Licensee is not merged into BCS (with BCS being the surviving entity) prior to the end of the 60th day following the Closing Date. Or, Balanced Care shall not have provided Ocwen with copies, within 60 days after the Closing Date, of residential care facility licenses for each Project Property showing the respective Management Company thereof as licensee thereof. (s) Any of the "Special Purpose Entity" ("SPE") provisions that Tenant were adopted by Borrower, as set forth in the Certificate of Amendment to Bylaws of Borrower, dated March 29, 2002, are amended, modified, removed, or deleted in any respect after the Closing Date and during the term of the Loan and any Extension, or otherwise the effect, intent or purpose of such SPE provisions are limited by other provisions contained in or inserted into the Bylaws after the Closing Date and during the term of the Loan and any Extension. (t) Any member of the Obligated Group voluntarily or involuntarily dissolves itself or is dissolved, or otherwise winds up its affairs, except in the case of a merger of Balanced Care which is subject to the provisions of Section 8 of the Negative Covenants hereof. As used herein, "wind up" or "winds up" shall be entitled not include the sale of all or substantially all of Balanced Care's assets, which is permissible, although notice to additional notice Ocwen is required, as described in Section 4 of the Negative Covenants. However, Balanced Care may not dissolve itself or cure rights with respect to suffer a dissolution after such default other than sale of assets, as may be provided prohibited by this Section 6.1(t) and as further described and prohibited in such other agreementSection 8 of the Negative Covenants.

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder, unless excused under another provision of this Agreement: (a) Tenant any Party shall fail duly to make payments for undisputed amounts due under this Agreement to another Party within 60 days after receipt of written notice of such non-payment; (b) the Feed-in Approval ▇▇▇▇▇▇’s Authorisation shall have been revoked or terminated, and punctually to pay Rent(i) all applicable appeal periods shall have expired, or (ii) a final decision on the appeal confirming such suspension, revocation or termination shall have been issued; (c) any Party shall fail to make comply with any of its other payment required hereunder, when due to Citymaterial obligations under this Agreement, and such failure shall continue beyond un-remedied for 90 days after notice thereof by another Party, provided that if such failure cannot be remedied within such period of 90 days with the date specified in a written notice exercise of reasonable diligence, then such default from Director, which date remedy period shall be no earlier than extended for an additional period of 90 days so long as such failure is susceptible to remedy, and such Party is exercising reasonable diligence to remedy such failure; (d) the third Feed-in Approval Holder Abandons the Project and fails to resume activities within a period of time determined by the Authority; (3rdi) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the any Party becomes insolvent or suspends payment of Rent its debts generally or is unable to pay its debts as they fall due; (ii) a receiver, receiver and manager, administrator, liquidator, provisional liquidator, trustee, custodian or similar officer is validly appointed (other payment during than one appointed by the TermFinanciers) over all or a material part of the undertakings, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice property or assets of any further defaults Party or a security holder lawfully takes possession (and does not relinquish possession within 30 days) of the whole or a material part of the undertakings, property or assets of any Party or distress or any other form of execution is levied, enforced or adjudged against or upon any such assets and is not discharged within 30 days of being levied, enforced or adjudged; (iii) an order is made or a resolution passed for the liquidation, winding-up or dissolution of any Party, save for a members’ voluntary liquidation solely for the purpose of a solvent reconstruction or amalgamation, or a petition is presented for the winding up of a Party (which petition is not withdrawn or stayed or contested in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereundergood faith within 60 days); or (biv) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make Party enters into a general assignment assignment, arrangement or compositions with or for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute creditors pursuant to section 176 of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementCompanies ▇▇▇ ▇▇▇▇.

Event of Default. The occurrence of any In case one or more of the following events Events of Default shall constitute a breach of this Lease have occurred and an “Event of Default” hereunderbe continuing: (a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during any installment of interest upon this Note as and when the Term, thereafter Tenant same shall not be entitled tobecome due and payable, and City shall have no obligation to give, notice continuance of any further defaults in the payment such default for a period of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder30 days; or (b) Tenant default in the payment of the principal of this Note as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; or (c) failure on the part of the Company duly to observe or perform any covenants or agreements (other than a covenant or agreement the breach or a default in the performance of which is elsewhere in this Section 7.01 specifically dealt with) on the part of the Company that continues for a period of 30 days after the date on which written notice (such written notice to state it is a "Notice of Default" hereunder) of such failure, requiring the Company to remedy the same, shall have been given to the Company and each holder of any Senior Indebtedness and each entity committed or obligated to issue or fund any Senior Indebtedness (provided that such holder or entity has previously given the holders of the Notes written notice to the effect that it is a holder of Senior Indebtedness or an entity committed or obligated to issue or fund Senior Indebtedness (as the case may be) and that such holder or entity requests that it be given any such notice) by the holder hereof; or (d) without the consent of the Company, a court having jurisdiction shall enter an order for relief with respect to the Company under the Bankruptcy Code or without the consent of the Company a court having jurisdiction shall enter a judgment, order or decree adjudging the Company a bankrupt or insolvent, or shall take enter an order for relief for reorganiza tion, arrangement, adjustment or composition of or in respect of the benefit Company under the Bankruptcy Code or applicable state insolvency law and the continuance of any present such judgment, order or future insolvency statutedecree unstayed and in effect for a period of 90 consecutive days; or (e) the Company shall institute proceedings for entry of an order for relief with respect to the Company under the Bankruptcy Code or for an adjudication of insolvency, or shall consent to the institution of bankruptcy or insolvency proceedings against it, or shall file a petition seeking, or seek or consent to reorganization, arrangement, composition or relief under the Bankruptcy Code or any applicable state law, or shall consent to the filing of such petition or to the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator or similar official (other than a custodian pursuant to 8 Delaware Code ss.226 or any similar statute under other state laws) of the Company or of substantially all of its property, or the Company shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness creditors as recognized under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the PremisesBankruptcy Code; or (f) Any lien shall be filed against default in the Premises as a result payment of any act principal of or omission interest on any Senior Indebtedness or on any Pari Passu Debt having an outstanding principal balance of Tenant, at least $500,000 as and when the same shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain become due and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, payable and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (is not cured within the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreementsapplicable grace period, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein or any Senior Indebtedness or any Pari Passu Debt having an outstanding principal balance of at least $500,000 shall be deemed declared to imply be due and payable prior to the stated maturity thereof; then and in each and every such case, unless the principal of this Note shall have already become due and payable, the holders of a majority in outstanding principal amount of the Notes ("Majority Holders"), by notice in writing to the Company and each holder of any Senior Indebtedness and each entity committed or obligated to issue or fund any Senior Indebtedness (provided that Tenant such holder or entity has previously given the holder hereof written notice to the effect that it is a holder of Senior Indebtedness or an entity committed or obligated to issue or fund Senior Indebtedness (as the case may be) and that such holder or entity requests that it be given any such notice), may declare the principal of all Notes and any accrued interest to the date of declaration to be due and payable immediately, and upon any such declaration the same shall become and shall be entitled immediately due and payable, subject to additional notice or cure rights with respect to such default other than as may be provided in such other agreementArticle VIII.

Event of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default”: (a) the Debtor shall fail to pay any amount of principal or Interest on this Note on the Maturity Date; (b) the Debtor or any of its Affiliates shall fail or neglect to perform or observe any other term, covenant, warranty or representation contained in this Note; (c) the occurrence of any of the following events: (i) the liquidation, dissolution, sale, lease, exchange or other disposition of all or substantially all of the Debtor’s assets; (ii) any merger, consolidation or other business combination or recapitalization that results in the holders of the issued and outstanding voting securities of the Debtor immediately prior to such transaction beneficially owning or controlling, directly or indirectly, less than a breach majority of the voting securities of the continuing or surviving entity immediately following such transaction; or (iii) any Person or Persons acting together or that would constitute a “group” for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), together or with any affiliates (as defined in Rule 12b-2 under the Exchange Act) thereof, other than the beneficial owners of the Debtor’s voting securities as of the date of this Lease Note, beneficially owning (as defined in Rule 13d-3 of the Exchange Act) or controlling, directly or indirectly, at least 50% of the total voting power of the Debtor’s voting securities, other than in connection with the issuance of securities in a bona fide equity financing transaction. (d) any assets of the Debtor shall be attached, seized, levied upon or subjected to a writ or distress warrant, or come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors and the same is not cured within 30 days thereafter; (e) an application shall be made by the Debtor or any third party for the appointment of a receiver, trustee or custodian for any of the Debtor’s assets and in the case of an application made by a third party, the same is not dismissed within 30 days after the application therefor; (f) a petition under any bankruptcy, insolvency or similar law shall be filed by or against the Debtor, and in the case of any petition filed by any third party, such petition is not dismissed within 60 days of such filing, or the Debtor shall make an assignment for the benefit of its creditors or any case or proceeding shall be filed by or against the Debtor for its dissolution, liquidation, or termination; (g) the insolvency of the Debtor; (h) an “Event of Default” hereunder: (a) Tenant shall fail duly under and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified as defined in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First NoticeSecurity Agreement, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120ii) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementPledge Agreement.

Event of Default. The occurrence of any one or more Each of the following events occurrences shall constitute a breach of this Lease and an “Event of Default” hereunder: (a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly under this Agreement and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute Loan Documents (herein called an "Event of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; orDefault"): (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant a. The Borrower shall fail to provide, maintain, increase, pay any or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies all of the policies indebtedness arising out of this Agreement or certificates to City as required herein; Loan Documents (the "Obligations") when due or (i) Tenant shall fail to keep, perform and observe each and every other promiseif payable on demand, covenant and agreement set forth in this Lease, on demand and such failure shall continue for a period of more than three five (35) days after delivery by Director of a written notice of such failure (payment becomes due; or b. The Borrower shall fail to observe or perform any covenant or agreement binding on the “First Notice”); Borrower under this Agreement or if satisfaction of such obligation requires activity over under any other assignment, conveyance, instrument or agreement now in effect or hereafter made between the Borrower and the Lender, or under the Loan Documents for a period of time, if Tenant fails to commence the cure of such failure within three thirty (330) days after receipt for any default which can be reasonably cured within thirty (30) days and a reasonable period of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such time for a default not reasonably capable of cure within one hundred twenty thirty (12030) days after days, provided the giving Borrower diligently commences and continues a course of action acceptable to the First NoticeLender to so cure; or c. The Borrower 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 or on behalf of the Borrower to the Lender, and such representations or warranties, shall prove to have been false or materially misleading when made; or d. As a result of a default or failure by Borrower, payment of any substantial indebtedness of the Borrower (jother than the Obligations) Tenant shall use or give its permission to any person to use any portion of Airport be demanded, or the Terminal Buildings used by Tenant under this Lease for maturity of any illegal purposesubstantial indebtedness shall be accelerated, or any precondition or circumstance permitting any creditor of the Borrower (acting individually or with the consent of other creditors) to accelerate the maturity of any substantial indebtedness shall have occurred; for this purpose not approved by Directorindebtedness shall be deemed substantial if it exceeds $500,000; or (k) There e. The Borrower shall occur 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 default 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 substantial portion of its properties, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process or proceeding under any insolvency law or other agreement between Tenant and City, including statute or law providing for the Other Agreements, if any, modification or adjustment of the rights of creditors and such default petition, receiver, act, process or proceeding shall not be dismissed or discharged within ninety (90) days; or f. A garnishment summons or writ of attachment for an amount in excess of $500,000 shall have been issued against or served upon the Lender for the attachment of any property of the Borrower in the Lender's possession or any indebtedness owing the Borrower; or g. The Borrower shall have been dissolved, whether voluntarily or by operation of law; or h. Any of Borrower's licenses required under the gaming laws of Nevada, New Jersey or any other jurisdiction in which any of the Collateral is not cured as may be provided in such agreement; providedlocated is revoked or rescinded, howeverlapses, that nothing herein shall be deemed or is otherwise no longer maintained by or available to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementthe Borrower.

Event of Default. The occurrence of any one or more of the following acts or events shall constitute a breach of this Lease and an “Event of Default” hereunder: (a) Tenant Customer shall fail duly and punctually to pay Rent, or to make default in the making any other payment required hereunder, hereunder when due to City, and such failure shall continue beyond the date specified in a written notice or anticipatorily breaches any terms or conditions of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orthis Agreement; (b) Tenant shall become insolventAny other default or breach of a payment obligation, covenant, representation, or warranty under any other agreement between Customer and NWI, or any affiliate of NWI shall take occur; (c) Customer shall submit to NWI any financial information or statement or report concerning Customer that is materially false or misleading in any respect; (d) Customer shall fail to maintain the benefit insurance coverage required under this Agreement or this insurance coverage shall be canceled by Customer’s carrier; (e) Customer shall assign or transfer this Agreement, or any interest therein, or sell, transfer, assign, encumber, or sublet the Products, or any portion thereof, in violation of this Agreement; PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE US SECURITIES AND EXCHANGE COMMISSION. XXXXX INDICATES REDACTED LANGUAGE (f) Customer shall default in the performance of any present or future insolvency statuteother term, provision, or shall make a general covenant of Customer herein and such default continues for fifteen (15) days after written notice thereof to Customer by NWI, or Customer anticipatorily breaches this Agreement; (g) Customer becomes insolvent or makes an assignment for the benefit of creditors, ; (h) Customer applies for or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent consents to the appointment of a receiver, trustee, or liquidator of any Customer over all or substantially all of its property; or (c) A petition under any a substantial part of the federal bankruptcy lawsassets of Customer, or an action under any present a receiver, trustee or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer liquidator is appointed without the prior approval application or consent of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; orCustomer; (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery A proceeding is begun by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt against Customer under Title 11 of the First NoticeUnited States Code or any amendment to Title 11 (including without limitation, a petition for reorganization, case, or thereafter fails to diligently prosecute such cure, adjustment of debts) or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreementinsolvency law or law providing for relief of debtors; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement.or

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder: (a) Tenant shall fail duly and punctually to pay Rent, Rent or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an “Event of Default Default” immediately upon Tenant▇▇▇▇▇▇’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement.

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event event of Defaultdefault” hereunder: (a) Tenant i. If Lessee shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent any rent required hereunder to be paid by ▇▇▇▇▇▇, or other payment during any part thereof, when the Term, thereafter Tenant same falls due under the provisions hereof and such default shall not be entitled to, and City continue for thirty (30) days after written notice thereof to Lessee; or ii. If Lessee shall have no obligation to give, notice of any further defaults default in the payment as herein provided of Rent any tax charges, Impositions or other payment. In sums required hereunder to be paid by ▇▇▇▇▇▇, and such event, there default shall be deemed continue for thirty (30) days after written notice thereof to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunderLessee; or iii. If Lessee shall default in the performance of any other covenant, promise or agreement on the part of Lessee contained herein and such default shall continue for thirty (b30) Tenant shall become insolventdays after notice thereof in writing by Lessor to Lessee, or if such default or condition which gives rise thereto cannot with due diligence and good faith be cured within such thirty (30) day period, if Lessee shall take not in good faith and within the benefit period of thirty (30) days commence upon the curing of such default and pursue the curing of same continuously and diligently and in good faith to the end that the same shall be cured within such minimum period in excess of thirty (30) days as may be reasonably necessary to cure such default through pursuing such curing promptly, diligently, continuously and in good faith; or iv. If Lessee shall be adjudged bankrupt; or if Lessee shall file or admit the jurisdiction of the court and material allegations contained in any present petition in bankruptcy or future insolvency statuteany petition pursuant or purporting to be pursuant to the federal bankruptcy laws as now or hereafter amended, or Lessee shall institute any proceedings for any relief of Lessee under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or if Lessee shall make a general any assignment for the benefit of creditors, creditors or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement shall apply for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, receiver for Lessee or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval property of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”)Lessee; or if satisfaction decree or order appointing a receiver of the property of Lessee shall be made and such obligation requires activity over a period of timedecree or order shall not have been vacated, if Tenant fails to commence the cure of such failure stayed or set aside within three sixty (360) days after receipt from the date of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving entry of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementgranting thereof.

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease Permit and an “Event of Default” hereunder:hereunder:‌ (a) Tenant Permittee shall fail duly and punctually to pay RentPermit Fees, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such breach or default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent Permit Fees or other payment during the Termunder this Permit, thereafter Tenant Permittee shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent Permit Fees or other payment. In such event, there shall be deemed to occur an “Event of Default Default” immediately upon Tenant▇▇▇▇▇▇▇▇▇’s failure to duly and punctually pay Rent Permit Fees or other payment hereunder; or. (b) Tenant Permittee shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant Permittee and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant Permittee shall voluntarily abandonfail to provide the Deposit within five (5) days after the Reference Date or shall fail to maintain in full such Deposit at all times thereafter, desert or vacate the Premisesand such failure shall continue for a period of more than three (3) days after delivery by Director of written notice of such failure; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant Permittee shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (ig) Tenant Permittee shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this LeasePermit, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant Permittee fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty thirty (12030) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (kh) There shall occur a default under any other agreement between Tenant Permittee and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant Permittee shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement.

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder: (a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an “Event of Default Default” immediately upon Tenant▇▇▇▇▇▇’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant▇▇▇▇▇▇; or (g) Tenant shall fail to provide, maintain, increase, or replace, provide the Deposit as required hereinwithin ten (10) days after the Effective Date or shall fail to maintain in full such Deposit at all times during the Term of this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of written notice of such breach or default; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of the Airport or the Terminal Buildings used by Tenant under this Lease Premises (including Ramp Space) for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement.

Event of Default. The occurrence An Event of Default shall be deemed to have occurred and may be declared by the Pledgee upon the happening of any one or more of the following events shall constitute a breach of this Lease and an events: (a) An “Event of Default” hereunder:under the Purchase Agreement or any agreement or note related to the Purchase Agreement shall have occurred and be continuing beyond any applicable cure period; (ab) Tenant Any Pledgor shall fail duly default in the performance of any of its obligations under any agreement between any Pledgor and punctually to pay RentPledgee, or to make any other payment required hereunderincluding, when due to Citywithout limitation, this Agreement, and such failure default shall continue beyond the date specified in not be cured for a written notice period of such default from Director, which date shall be no earlier than the third thirty (3rd30) day business days after the effective date occurrence thereof; (c) Any representation or warranty of such notice. Notwithstanding the foregoingany Pledgor made herein, in the event there occurs two (2) defaults Purchase Agreement or in the payment of Rent any agreement, statement or other payment during the Term, thereafter Tenant certificate given in writing pursuant hereto or thereto or in connection herewith or therewith shall be false or misleading in any material respect and shall not be entitled tocured for a period of thirty (30) business days after the occurrence thereof; (d) Any portion of the Collateral is subjected to levy of execution, and City shall have no obligation to giveattachment, notice of any further defaults in the payment of Rent distraint or other payment. In such event, there shall be deemed to occur an Event judicial process; or any portion of Default immediately upon Tenant’s failure to duly and punctually pay Rent the Collateral is the subject of a claim (other than by the Pledgee) of a Lien or other payment hereunderright or interest in or to the Collateral and such levy or claim shall not be cured, disputed or stayed within a period of thirty (30) business days after the occurrence thereof; or (be) Tenant Any Pledgor shall become insolvent(i) apply for, consent to, or shall take suffer to exist the benefit of any present or future insolvency statuteappointment of, or shall the taking of possession by, a receiver, custodian, trustee, liquidator or other fiduciary of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of creditors, (iii) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a voluntary petition in bankruptcyseeking to take advantage of any other law providing for the relief of debtors, (vi) acquiesce to, or a fail to have dismissed, within ninety (60) days, any petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness filed against it in any involuntary case under the federal such bankruptcy laws, or under (vii) take any other law or statute action for the purpose of effecting any of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementforegoing.

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “"Event of Default” hereunder" under this Agreement: (a) Tenant Borrower shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to Cityany principal, and such failure shall continue beyond the date specified in a written notice of such default from Directorinterest, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent fees or other payment during amounts payable under any of the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orLoan Documents. (b) Tenant Any financial statement or certificate furnished to Bank in connection with, or any representation or warranty made by Borrower or any other party under this Agreement or any other Loan Document shall prove to be incorrect, false or misleading in any material respect when furnished or made. (c) Any default in the performance of or compliance with any obligation, agreement or other provision contained herein or in any other Loan Document (other than those referred to in subsections (a) and (b) above), and with respect to any such default which by its nature can be cured, such default shall continue for a period of twenty (20) days from its occurrence. (d) Any default in the payment or performance of any obligation, or any defined event of default, under the terms of any contract or instrument (other than any of the Loan Documents) pursuant to which Borrower has incurred any debt or other liability to any person or entity, including Bank. (e) The filing of a notice of judgment lien against Borrower; or the recording of any abstract of judgment against Borrower in any county in which Borrower has an interest in real property; or the service of a notice of levy and/or of a writ of attachment or execution, or other like process, against the assets of Borrower or; or the entry of a judgment against Borrower. (f) Borrower shall become insolvent, or shall take suffer or consent to or apply for the benefit appointment of a receiver, trustee, custodian or liquidator of itself or any present of its property, or future insolvency statuteshall generally fail to pay its debts as they become due, or shall make a general assignment for the benefit of creditors, or ; Borrower shall file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, in order to effect a plan or the readjustment of its indebtedness other arrangement with creditors or any other relief under the federal bankruptcy lawsBankruptcy Reform Act, Title 11 of the United States Code, as amended or recodified from time to time ("Bankruptcy Code"), or under any state or federal law granting relief to debtors, whether now or hereafter in effect; or any involuntary petition or proceeding pursuant to the Bankruptcy Code or any other applicable state or federal law relating to bankruptcy, reorganization or statute other relief for debtors is filed or commenced against Borrower, or Borrower shall file an answer admitting the jurisdiction of the United States or court and the material allegations of any state thereof, involuntary petition; or consent to the appointment of Borrower shall be adjudicated a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy lawsbankrupt, or an action under any present or future insolvency law or statute, order for relief shall be filed entered against Tenant and shall not be dismissed within thirty (30) days after Borrower by any court of competent jurisdiction under the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; Bankruptcy Code or (g) Tenant There shall fail to provide, maintain, increaseexist or occur any event or condition which Bank in good faith believes impairs, or replaceis substantially likely to impair, the Deposit as required herein; orprospect of payment or performance by Borrower of its obligations under any of the Loan Documents. (h) Tenant shall fail to obtain and maintain the insurance required hereunderThe dissolution or liquidation of Borrower; or Borrower, or provide copies any of its directors, stockholders or members, shall take action seeking to effect the policies dissolution or certificates to City as required herein; orliquidation of Borrower. (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth Any change in ownership during the term of this Lease, and such failure shall continue for a period Agreement of an aggregate of twenty-five percent (25%) or more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving common stock of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementBorrower.

Event of Default. The occurrence of any Any one or more of the following events shall constitute a breach of this Lease and an “"Event of Default” " hereunder: (a) Tenant SPE shall fail duly and punctually to pay Rentremit to SBCC when due any Lease Proceeds or Proceeds of an item of Equipment received directly by SPE or TSFC, or shall fail to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a each case within five (5) days written notice of such default thereof from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orSBCC; (b) Tenant SPE shall become insolvent, fail to observe or shall take the benefit of perform any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy lawsother obligation hereunder, or under any other law or statute of the United States or of any state thereofagreement between SBCC and SPE, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall which is not be dismissed corrected within thirty (30) days after of written notice thereof from SBCC; (c) any covenant, representation or warranty made by SPE, TSFC, or CCI/Triad to SBCC in any Operative Documents or in any certificate delivered pursuant thereto shall be untrue in any material respect when made or shall be breached by SPE, TSFC, or CCI/Triad. Notwithstanding the filing thereof; orforegoing, to the extent that such a breach occurs, and such breach relates to an individual Lease, SPE shall have ten (10) days from receipt of demand by SBCC to prepay the Discount Facility Loan with respect to the Lease pursuant to the terms of the Mandatory Prepayment clause set forth a Paragraph 3.7 herein. SPE's failure to prepay such Loan within said ten (10) day period shall then constitute an Event of Default under this subparagraph (c); (d) There an injunction, attachment or other legal process shall occur issue against any material part of SPE's or TSFC ' property or a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert material judgment or vacate the Premises; or (f) Any lien shall be filed against SPE's or TSFC which is not stayed, vacated, bonded, or otherwise discharged within sixty (60) days after the Premises date of entry thereof; (e) SPE, TSFC, or CCI/Triad shall cease to do business as a result going concern, shall become bankrupt, shall make an assignment for the benefit of creditors or otherwise take advantage of the bankruptcy or any act other law for the relief of debtors; a trustee or omission receiver for SPE or TSFC shall be appointed or there shall be filed by or against SPE or TSFC any petition under any provision of Tenantthe Federal Bankruptcy Code, as amended, and such petition shall not be discharged dismissed, withdrawn, or contested by Tenant in good faith by proper legal proceedings otherwise eliminated within twenty sixty (2060) days after receipt the filing thereof; (f) SPE, TSFC, or CCI/Triad shall (i) cease to engage in substantially the same line of notice thereof by Tenant; orbusiness in which any of them are engaged on the date of this Agreement, (ii) cease to engage in the sale or lease of Equipment, or (iii) sell, transfer or convey a substantial part of its assets or effect or be a party to any merger or consolidation; (g) Tenant any material breach or default shall fail to provide, maintain, increase, occur under any Operative Document or replace, the Deposit as required herein; orsuch Operative Document shall be rescinded or otherwise abrogated; (h) Tenant any material adverse change since the Effective Date shall fail to obtain and maintain occur in the insurance required hereunderfinancial condition or business operations of CCI/Triad, SPE or provide copies of the policies or certificates to City as required hereinTSFC ; or (i) Tenant any ERISA plan of CCI/Triad, SPE or TSFC shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Noticeterminate, or thereafter fails CCI/Triad, SPE or TSFC shall fully or partially withdraw from such a plan or plan which could result in liability of CCI/Triad, SPE or TSFC to diligently prosecute such cure, the Pension Benefit Guaranty Corporation or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided plan or plans in such other agreementthe aggregate amount of $50,000 or more (in excess of any applicable insurance).

Event of Default. The occurrence of At any one or more time during the Term, Tenant shall be in default under this Lease if any of the following events shall constitute a breach (each of this Lease and which is referred to herein as an “Event of Default” hereunder: ”) shall occur: (ai) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of any Rent or other payment during the Term, thereafter within fifteen (15) days when due; (ii) Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent any other sum of money which Tenant is obligated to pay under the provisions hereof after ten (10) days written notice that such amount is due from Landlord; (iii) Tenant defaults in the performance of any of the other terms, covenants, conditions or other payment. In agreements of Tenant in this Lease and Tenant fails to cure such eventnonmonetary default for thirty (30) days after written notice from Landlord, there shall or, if such nonmonetary default is of such a nature that the same cannot practicably be deemed cured within such thirty (30) day period, Tenant does not within such thirty (30) day period commence promptly to occur an Event of Default immediately upon Tenant’s failure cure and perform such defaulted term, covenant, conditions or agreement and thereafter diligently prosecute the curing thereof to duly and punctually pay Rent or other payment hereundercompletion; or (biv) Tenant shall become insolventfile a petition commencing a voluntary case under the Federal Bankruptcy Code or any other federal or state law (as now or hereafter in effect) relating to bankruptcy, insolvency, reorganization, winding-up or adjustment of debts (hereinafter collectively called “Bankruptcy Law”) or if Tenant shall (A) apply for or consent to the appointment of, or shall take the benefit taking of possession by, any receiver, custodian, trustee, United States Trustee or liquidator (or other similar official) of Tenant’s leasehold interest in the Premises or any part thereof or of any present or future insolvency statutesubstantial portion of Tenant’s property, or shall (B) make a general assignment for the benefit of its creditors, or file a voluntary petition (C) fail to controvert in bankruptcytimely and appropriate manner, or in writing acquiesce to, any petition commencing an involuntary case against Tenant or otherwise filed against Tenant pursuant to any Bankruptcy Law; or (v) an order for relief against Tenant shall be entered in any involuntary case under the Federal Bankruptcy Code or any similar order against Tenant shall be entered pursuant to any other Bankruptcy Law, or if a petition commencing an involuntary case against Tenant or answer proposing the reorganization of Tenant under any Bankruptcy Law shall be filed and not be discharged or denied within ninety (90) days after such filing, or if a proceeding or case shall be commenced in any court of competent jurisdiction seeking an arrangement for its (A) the liquidation, reorganization, dissolution, winding-up or the readjustment adjustment of its indebtedness under the federal bankruptcy lawsdebts of Tenant, or under any other law or statute of the United States or of any state thereof, or consent to (B) the appointment of a receiver, custodian, trustee, United States Trustee or liquidator (or any similar official) of Tenant’s leasehold interest in the Premises or any part thereof or of Tenant or of any substantial portion of Tenant’s property, or substantially all of its property; or (cC) A petition under any part of the federal bankruptcy lawssimilar relief as to Tenant pursuant to any Bankruptcy Law, and any such proceeding or case shall continue undismissed, or an action under order, judgment or decree approving or ordering any present or future insolvency law or statute, of the foregoing shall be filed against Tenant entered and shall not be dismissed within thirty continue unstayed and in effect for ninety (3090) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementdays.

Event of Default. The occurrence Pledgor shall be in default under this Agreement and an event of any one or more of the following events shall constitute a breach of this Lease and default (an “Event of Default” hereunder”) shall exist hereunder upon the occurrence of any of the following events or conditions: (a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and An “Event of Default” (as such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, term is defined in the event there occurs two (2Note Purchase Agreement) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in occurred and be continuing under the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orNote Purchase Agreement. (b) Tenant The Pledgor shall become insolventfail to observe or perform any covenant, condition or agreement on its part to be performed pursuant to the terms of this Agreement. (c) Any representation, warranty or statement made or furnished in writing herein or pursuant hereto to the Secured Party by or on behalf of the Pledgor shall prove to have been false or misleading in any material respect when made or furnished. (d) The Secured Party shall fail to have a perfected first priority Security Interest in the Rochdale SUBI Certificate, provided that, such failure is not the result of Secured Party’s actions pursuant to Section 9(a)(iv). (i) An involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced against the Pledgor, the Trust or the Rochdale SUBI, and any petition in connection therewith shall not be dismissed within 60 days after commencement of the case, or a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Pledgor, the Trust or the Rochdale SUBI in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereinafter in effect, or any other similar relief shall be granted under any applicable federal, state or foreign law; (ii) a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Pledgor, the Trust or the Rochdale SUBI, or over all or a substantial part of the property of the Pledgor, the Trust or the Rochdale SUBI shall be entered, or an interim receiver, trustee or other custodian of the Pledgor, the Trust or the Rochdale SUBI of all or a substantial part of the property of the Pledgor, the Trust or the Rochdale SUBI, if any, shall be appointed, or a warrant of attachment, execution or similar process against any substantial part of the property of the Pledgor, the Trust or the Rochdale SUBI shall be issued, and any of the foregoing events shall not be stayed, vacated, dismissed, bonded or discharged within 60 days of entry, appointment or issuance; or (iii) the Pledgor, the Trust or the Rochdale SUBI shall have an order for relief entered with respect to it or shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall take consent to the benefit entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any present or future insolvency statutesuch law, or shall consent to the appointment of or taking of possession by a receiver, trustee or other custodian for all or a substantial part of its property, the Pledgor, the Trust or the Rochdale SUBI shall make a general any assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, any governing body of the Pledgor or the readjustment of its indebtedness under the federal bankruptcy laws, Trust shall have adopted any resolution or under otherwise shall have authorized any other law or statute action to approve any of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; orforegoing. (f) Any lien The Rochdale SUBI shall be filed cease to constitute a separate series of the Trust under and in accordance with the laws of the State of Delaware; or the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other series or special units thereof become enforceable against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; orRochdale SUBI Assets. (g) Tenant For any reason this Agreement shall fail cease to provide, maintain, increasebe in full force and effect at any time prior to its scheduled termination in accordance with Section 16 hereof, or replace, the Deposit as required herein; or (h) Tenant Pledgor or any of its Affiliates shall fail to obtain institute an action seeking a determination that this Agreement shall not be in full force and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purposeeffect, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein action shall be deemed taken by the Pledgor or any of its Affiliates to imply that Tenant shall be entitled discontinue this Agreement or to additional notice or cure rights with respect to such default other than as may be provided in such other agreementassert the invalidity of this Agreement.

Event of Default. The occurrence of any one or more Each of the following events occurrences shall constitute a breach of this Lease and an “Event of Default” hereunder: (a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly under this Agreement and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute Loan Documents (herein called an "Event of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; orDefault"): (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant a. The Borrower shall fail to provide, maintain, increase, pay any or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies all of the policies indebtedness arising out of this Agreement or certificates to City as required herein; Loan Documents (the "Obligations") when due or (i) Tenant shall fail to keep, perform and observe each and every other promiseif payable on demand, covenant and agreement set forth in this Lease, on demand and such failure shall continue for a period of more than three five (35) days after delivery by Director of a written notice of such failure (payment becomes due; or b. The Borrower shall fail to observe or perform any covenant or agreement binding on the “First Notice”); Borrower under this Agreement or if satisfaction of such obligation requires activity over under any other assignment, conveyance, instrument or agreement now in effect or hereafter made between the Borrower and the Lender, or under the Loan Documents for a period of time, if Tenant fails to commence the cure of such failure within three thirty (330) days after receipt for any default which can be reasonably cured within thirty (30) days and a reasonable period of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such time for a default not reasonably capable of cure within one hundred twenty thirty (12030) days after days, provided the giving Borrower diligently commences and continues a course of action acceptable to the First NoticeLender to so cure; or c. The Borrower 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 or on behalf of the Borrower to the Lender, and such representations or warranties, shall prove to have been false or materially misleading when made; or d. As a result of a default or failure by Borrower, payment of any substantial indebtedness of the Borrower (jother than the Obligations and other than indebtedness of the Borrower to the extent the indebtedness is non-recourse to the Borrower) Tenant shall use or give its permission to any person to use any portion of Airport be demanded, or the Terminal Buildings used by Tenant under this Lease for maturity of any illegal purposesubstantial indebtedness shall be accelerated, or any precondition or circumstance permitting any creditor of the Borrower (acting individually or with the consent of other creditors) to accelerate the maturity of any substantial indebtedness shall have occurred; for this purpose not approved by Directorindebtedness shall be deemed substantial if it exceeds $500,000; or (k) There e. The Borrower shall occur 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 default 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 substantial portion of its properties, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process or proceeding under any insolvency law or other agreement between Tenant and City, including statute or law providing for the Other Agreements, if any, modification or adjustment of the rights of creditors and such default petition, receiver, act, process or proceeding shall not be dismissed or discharged within ninety (90) days; or f. A garnishment summons or writ of attachment for an amount in excess of $500,000 shall have been issued against or served upon the Lender for the attachment of any property of the Borrower in the Lender's possession or any indebtedness owing the Borrower; or g. The Borrower shall have been dissolved, whether voluntarily or by operation of law; or h. Any of Borrower's licenses required under the gaming laws of Nevada, Mississippi or any other jurisdiction in which any of the Collateral is not cured as may be provided in such agreement; providedlocated is revoked or rescinded, howeverlapses, that nothing herein shall be deemed or is otherwise no longer maintained by or available to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementthe Borrower.

Event of Default. The occurrence If the holder hereof expends any effort in any attempt to enforce payment of all or any part or installment of any sum due the holder hereunder, or if this note is placed in the hands of an attorney for collection, or if it is collected through any legal proceedings, Maker agrees to pay all collection costs and fees incurred by the holder, including reasonable attorneys' fees. This note is performable in Houston, ▇▇▇▇▇▇ County, Texas, and Maker and each surety, guarantor, endorser and other party ever liable for payment of any sums of money payable on this note, jointly and severally waive the right to be sued hereon elsewhere. This note shall be governed by and construed in accordance with the laws of the state of Texas and the applicable laws of the United States of America. Maker and each surety, guarantor, endorser and other party ever liable for payment of any sums of money payable on this note jointly and severally waive presentment and demand for payment, protest, notice of protest and non- payment of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, diligence in collecting, and grace, and consent to all extensions without notice for any period or periods of time and partial payments, before or after maturity, without prejudice to the holder. Maker acknowledges and understands that under the laws of the State of Texas, unless waived, Maker has the right to notice of Payee's intent to accelerate the indebtedness evidenced by this note, the right to notice of the actual acceleration of the indebtedness evidenced by this note, and the right to presentment of this note by Payee's demand for payment. Maker acknowledges that it understands that it can waive these rights and by Maker's execution of this note it agrees to waive its right to notice of intent to accelerate, its right to notice of acceleration, and its right to presentment or other demand for payment. The holder shall similarly have the right to deal in any way, at any time, without one or more of the following events shall constitute a breach foregoing parties without notice to any other party, and to grant any such party and extensions of this Lease and an “Event time for payment of Default” hereunder: (a) Tenant shall fail duly and punctually to pay Rentany of said indebtedness, or to make release part or all of the collateral securing this note, or to grant any other payment required indulgences or forbearances whatsoever, without notice to any other party and without in any way affecting the personal liability of any party hereunder. Maker hereby authorizes the holder hereof to endorse on the Schedule attached to this note or any continuation thereof, when due all advances made to City, Maker hereunder and such failure shall continue beyond all payments made on account of the date specified in a written notice of such default from Directorprincipal thereof, which date endorsements shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent prima facie evidence as to the appointment outstanding principal amount of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreementnote; provided, however, that nothing herein any failure by the holder hereof to make endorsement shall be deemed not limit or otherwise affect the obligations of Maker under the Agreement or this note. --------------- Initialled for Identification DRIL-QUIP, INC. By:___________________________ J. ▇▇▇▇ ▇▇▇▇▇▇, Vice President EXHIBIT C PROMISSORY NOTE $12,175,000.00 Houston, Texas March , 1994 FOR VALUE RECEIVED, the undersigned, DRIL-QUIP, INC., a Texas corporation ("Maker"), hereby promises to imply that Tenant shall be entitled pay to additional notice or cure rights with respect to such default other than the order of BANK ONE, TEXAS, NATIONAL ASSOCIATION, a national banking association ("Payee"), at its offices at 910 Travis, Houston, ▇▇▇▇▇▇ County, Texas, on October 1, 1997, in lawful money of the United States of America, the principal sum of TWELVE MILLION ONE HUNDRED SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($12,175,000.00), plus accrued and unpaid interest thereon as may be provided in such other agreement.hereinafter calculated, as follows:

Event of Default. The occurrence of any one or more Each of the following events occurrences shall constitute a breach of this Lease and an “Event of Default” hereunder: (a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly under this Agreement and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute Loan Documents (herein called an "Event of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; orDefault"): (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant a. The Borrower shall fail to provide, maintain, increase, pay any or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies all of the policies indebtedness arising out of this Agreement or certificates to City as required herein; Loan Documents (the "Obligations") when due or (i) Tenant shall fail to keep, perform and observe each and every other promiseif payable on demand, covenant and agreement set forth in this Lease, on demand and such failure shall continue for a period of more than three five (35) days after delivery by Director of a written notice of such failure (payment becomes due; or b. The Borrower shall fail to observe or perform any covenant or agreement binding on the “First Notice”); Borrower under this Agreement or if satisfaction of such obligation requires activity over under any other assignment, conveyance, instrument or agreement now in effect or hereafter made between the Borrower and the Lender, or under the Loan Documents for a period of time, if Tenant fails to commence the cure of such failure within three thirty (330) days after receipt for any default which can be reasonably cured within thirty (30) days and a reasonable period of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such time for a default not reasonably capable of cure within one hundred twenty thirty (12030) days after days, provided the giving Borrower diligently commences and continues a course of action acceptable to the First NoticeLender to so cure; or c. The Borrower 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 or on behalf of the Borrower to the Lender, and such representations or warranties, shall prove to have been false or materially misleading when made; or d. As a result of a default or failure by Borrower, payment of any substantial indebtedness of the Borrower (jother than the Obligations) Tenant shall use or give its permission to any person to use any portion of Airport be demanded, or the Terminal Buildings used by Tenant under this Lease for maturity of any illegal purposesubstantial indebtedness shall be accelerated, or any precondition or circumstance permitting any creditor of the Borrower (acting individually or with the consent of other creditors) to accelerate the maturity of any substantial indebtedness shall have occurred; for this purpose not approved by Directorindebtedness shall be deemed substantial if it exceeds $500,000; or (k) There e. The Borrower shall occur 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 default 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 substantial portion of its properties, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process or proceeding under any insolvency law or other agreement between Tenant and City, including statute or law providing for the Other Agreements, if any, modification or adjustment of the rights of creditors and such default petition, receiver, act, process or proceeding shall not be dismissed or discharged within ninety (90) days; or f. A garnishment summons or writ of attachment for an amount in excess of $500,000 shall have been issued against or served upon the Lender for the attachment of any property of the Borrower in the Lender's possession or any indebtedness owing the Borrower; or g. The Borrower shall have been dissolved, whether voluntarily or by operation of law; or h. Any of Borrower's licenses required under the gaming laws of Nevada, New Jersey or any other jurisdiction in which any of the Collateral is not cured as may be provided in such agreement; providedlocated is revoked or rescinded, howeverlapses, that nothing herein shall be deemed or is otherwise no longer maintained by or available to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementthe Borrower.

Event of Default. The occurrence happening of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder”: (a) Tenant shall fail duly and punctually to pay Rent, when due Rent or to make any other payment required hereunder, when amounts due to City, hereunder and such failure default shall continue beyond the date specified in a for five (5) business days after receipt of written notice of such default from DirectorLandlord; provided, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoinghowever, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter that Tenant shall not be entitled toto more than two (2) notices of a delinquency in a monetary obligation during any Lease Year, and City shall have no obligation to give, notice of if thereafter any further defaults in the payment of Rent rent or other payment. In such eventamount owing hereunder is not paid when due, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure shall be considered to duly and punctually pay Rent or other payment hereunder; orhave occurred even though no notice thereof is given; (b) Tenant shall become insolventabandon the Premises; (c) This Lease or the interest of Tenant shall be transferred to or shall pass to any other person or party except in accordance with Section 11; (d) This Lease or the Premises (or any part) shall be taken by execution or other process directed against Tenant, or shall take the benefit be taken by any attachment by any creditor of or claimant against Tenant and is not be discharged or disposed of within 15 days after its levy; (e) The filing of any present petition or future the commencement of any case or proceeding by the Tenant under any provision or chapter of any federal or state bankruptcy law or any other federal or state law relating to insolvency statuteor reorganization, the adjudication that the Tenant is insolvent or bankrupt, or shall make the entry of an order for relief under any federal or state bankruptcy law with respect to Tenant; (f) The filing of any petition or the commencement of any case or proceeding described in Section 16.1(e) against the Tenant, unless such petition and all related proceedings are dismissed within 60 days from the filing, the filing of an answer by Tenant admitting the allegations of any such petition, or the appointment of or taking possession by a general custodian, trustee or receiver for all or any assets of the Tenant, unless such appointment is vacated or dismissed within 60 days from the date of such appointment; (g) The insolvency of the Tenant or the execution by the Tenant of an assignment for the benefit of creditors, or file the convening by Tenant of a voluntary petition in bankruptcymeeting of its creditors, or any class thereof, for purposes of effecting a petition moratorium upon or answer seeking an arrangement for extension or composition of its reorganizationdebts, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute failure of the United States or of any state thereof, or consent Tenant generally to the appointment of a receiver, trustee, or liquidator of any or substantially all of pay its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises debts as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; orthey mature. (h) The admission in writing by Tenant shall fail or if Tenant is a partnership any partner of Tenant that Tenant is unable to obtain and maintain the insurance required hereunder, pay its debts as they mature or provide copies of the policies or certificates to City it is generally not paying its debts as required herein; orthey mature; (i) Tenant shall fail to keep, take possession of the Premises on the date the Lease Term commences; (j) Tenant shall fail to perform and observe each and every any of the other promise, covenant and agreement set forth in provision of this LeaseLease on Tenant’s part to be performed, and such failure shall continue for a period of more than three (3) 30 days after delivery by Director of a written notice of to Tenant, or if such failure (cannot be reasonably be cured within the “First Notice”); 30-day period but can be had within 75 days or if satisfaction of such obligation requires activity over a period of timeless, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause shall not in good faith have commenced such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant such 30-day period and shall use or give its permission not diligently proceed to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Directorcompletion; or (k) There shall occur a default under Tenant defaults, after any applicable notice and cure period, on any term or condition to be performed by it pursuant to any other written agreement by and between Tenant Landlord and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementTenant.

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event Events of Default” hereunder: (a) Tenant The Lessee shall fail duly and punctually to pay Rent, or to make any other payment required hereunderof Rent, when due due, subject to City, and such failure shall continue beyond the date specified a five business day grace period available once in a written notice each fiscal quarter in each of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment Lessee's fiscal years during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant There shall become insolventoccur any failure of Lessee to procure any of the insurance coverage required by Section 10 hereof or such insurance shall cease to be in full force and effect; or (c) Lessee shall fail to observe or perform any other of the covenants, conditions, agreements or warranties to be performed or observed by Lessee hereunder and such failure shall continue unremedied for the earlier to occur of (i) a period of ten Business Days after written notice thereof by Lessor, or (ii) a period of ten Business Days after any corporate officer of Lessee who, in the normal course of his operational responsibilities, would have knowledge of the matter and the requirements of this Lease with respect thereto shall take have obtained actual knowledge of such failure; provided, however, removal of the benefit Aircraft at any time from the continental limits of the United States or Canada in a manner not permitted hereunder shall result in an immediate Event of Default; or (d) Any representation or warranty made by Lessee herein or any present document or future insolvency statutecertificate furnished Lessor pursuant hereto shall prove to have been incorrect in any material respect when made and shall remain incorrect and material; or (e) Lessee shall consent to the appointment of or taking possession by a receiver, assignee, custodian, sequestrator, trustee or liquidator (or other similar official) of itself or of a substantial part of its property, or Lessee shall fail to pay its debts generally as they come due (as provided in 11 U.S.C. s 303(h)(l)), or shall make a general assignment for the benefit of its creditors, or file Lessee shall commence a voluntary petition in bankruptcycase or other proceeding seeking liquidation, reorganization or a petition other relief with respect to itself or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness debts under the federal Federal bankruptcy laws, as now or under hereafter constituted or any other applicable Federal or State bankruptcy, insolvency or other similar law or statute of the United States or of any state thereof, or shall consent to the appointment entry of an order for relief in an involuntary case under any such law or Lessee shall file an answer admitting the material allegations of a receiver, trusteepetition filed against Lessee in any such proceeding, or liquidator otherwise seek relief under the provisions of any now existing or substantially all future Federal or State bankruptcy, insolvency or other similar law providing for the reorganization or winding-up of its property; or (c) A petition under any part of the federal bankruptcy lawscorporations, or providing for an action under any present agreement, composition, extension or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premisesadjustment with its creditors; or (f) Any lien An order, judgment or decree shall be filed against entered in any proceedings by any court of competent jurisdiction appointing, without the Premises as consent of Lessee, a result receiver, trustee or liquidator of Lessee or of any act substantial part of its property, or omission any substantial part of Tenantthe property of Lessee shall be sequestered, and any such order, judgment or decree or appointment or sequestration shall not be discharged remain in force undismissed, unstayed or contested by Tenant in good faith by proper legal proceedings within twenty (20) unvacated for a period of 60 days after receipt the date of notice thereof by Tenant; entry thereof: or (g) Tenant A petition against Lessee in a proceeding or case under the bankruptcy laws or other insolvency laws (as now or hereafter in effect) shall fail to providebe filed and shall not be withdrawn or dismissed within 90 days thereafter, maintainor, increasein case the approval of such petition by a court of competent jurisdiction is required, the petition as filed or amended shall be approved by such a court as properly filed and such approval shall not be withdrawn or the proceeding dismissed within 90 days thereafter, or replacea decree or order for relief in respect of the Lessee shall be entered by a court of competent jurisdiction in an involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or other similar law, as now or hereafter constituted, and such decree or order shall remain unstayed in effect for a period of 90 days, or if, under the Deposit as required hereinprovisions of any law providing for reorganization or winding-up of corporations which may apply to Lessee, any court of competent jurisdiction shall assume jurisdiction, custody or control of Lessee of any substantial part of its property and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of 90 days; or (h) Tenant A final judgment or judgments by a court or courts or competent jurisdiction for the payment of money in excess of $150,000, shall fail be rendered against Lessee and the same shall remain undischarged for a period of 60 days during which execution of such judgment shall not be effectively stayed, provided, however, that Lessee has not provided for Lessor's benefit a bond or has not placed cash or a cash equivalent in escrow, in each case sufficient to obtain and maintain pay the insurance required hereunder, full amount of such judgment or provide copies of the policies or certificates judgments on terms reasonably satisfactory to City as required hereinLessor; or (i) Tenant shall fail to keepThere occur, perform and observe each and every other promise, covenant and agreement set forth in this Leasebe continuing, and such failure shall continue for having been declared in writing by the party in interest, an event of default under any other agreement between Lessee or an affiliate thereof and Lessor, Owner Participant, Seller, Manufacturer, Trident or any affiliate thereof, or any trustee acting on behalf of any of them, or any lease or sublease with respect to a period of more than three (3) days after delivery by Director Leased Aircraft or any sublease or lease of a written notice Jetstream Model 3101, 3201, or 4101 Turboprop aircraft by Lessee or an affiliate of Lessee ("Other Agreements"), such failure (that pursuant to the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt terms of the First Notice, or thereafter fails Other Agreements the event of default as defined therein shall permit the party in interest to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Noticeterminate said Other Agreement; or (j) Tenant The code sharing agreement between Lessee or its affiliates, and United Airlines, shall use cease to be in full force and effect prior to its expiration in accordance with its term or give its permission to any person to use any portion shall have been amended, modified or supplemented and such amendment modification or supplement would materially adversely affect the ability of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, Lessee or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and Cityaffiliate or subsidiary of Lessee to perform its obligations hereunder, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing contained herein shall be deemed preclude Lessee from entering into any code sharing agreement with any other carrier, or (k) If the Aircraft is flown without a valid certificate of airworthiness or any other valid permit to imply that Tenant shall be entitled to additional notice fly issued by the FAA or cure rights with respect to the registration of the Aircraft or recordation of this Lease is canceled except where such cancellation is caused by the default other than as may be provided in such other agreementor negligence of Lessor.

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and be an “Event of Default” hereunderon the part of Tenant: (a) Tenant shall fail duly and punctually Failure to pay any part of the Base Rent or Additional Rent, or to make any other payment sums of money that Tenant is required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orunder this Lease (b) Failure to perform any other covenant, condition or requirement of this Lease Comment [73]: “Provided that” is poor phrasing. Comment [74]: COMMENT: This is repetitive of the same language in subdivision (a). Comment [72]: COMMENT: This is conventionally known as a “notice and cure” provision. (c) The abandonment or vacating of the Premises by Tenant. (d) Tenant shall admit in writing its inabil- ity to pay its debts generally as they become insolventdue, (e) A court of competent jurisdiction shall enter an order, judgment or shall take decree appointing a receiver of Tenant or of the benefit whole or any substantial part of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary Premises Comment [76]: This refers to an involuntary petition in bankruptcy, which can be filed by creditors in certain circumstances. (f) A court of competent jurisdiction shall enter an order, judgment or decree approving a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or filed against Tenant under any other bankruptcy, insolvency, reorganiza- tion, dissolution or liquidation law or statute of the United States federal or state government or any subdivision of any state thereofeither now or hereafter in effect, and such order, judgment or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and decree shall not be dismissed vacated, set aside or stayed within thirty (30) days after from the filing thereof; or (d) There shall occur date of entry of such order, judgment or decree, 1420 1421 1422 aside. or a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien stay thereof shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement.set

Event of Default. The occurrence of any one or more of the following events shall constitute a breach For purposes of this Lease and Agreement, an “"Event of Default” hereunder: (a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there " shall be deemed to occur have occurred hereunder: 5.1. If an Event of Default immediately upon Tenant’s failure shall occur as defined in either Note, or if the BUYER shall fail for any reason or for no reason, to duly forthwith pay or perform the Obligations when due without notice or demand by the SELLER in the manner and punctually pay Rent or other payment hereunderon the day required by either Note; or (b) Tenant shall become insolvent, 5.2. If any of the BUYER or shall take the benefit of any present or future insolvency statute, or shall make a general TARGETS makes an assignment for the benefit of creditorscreditors or admits in writing its inability to pay its debts generally as they become due; or an order, judgment or file a voluntary petition in bankruptcy, decree is entered adjudicating any of the BUYER or a petition TARGETS bankrupt or answer seeking an arrangement insolvent; or any order for its reorganization, relief with respect to the BUYER or TARGETS is entered under any bankruptcy or insolvency laws; or the readjustment of its indebtedness under the federal bankruptcy laws, BUYER or under TARGETS petitions or applies to any other law or statute of the United States or of any state thereof, or consent to tribunal for the appointment of a receivercustodian, trustee, receiver or liquidator of the BUYER or TARGETS of any substantial part of the assets of the BUYER or substantially all TARGETS, or commences any proceeding relating to the BUYER or TARGETS under any bankruptcy reorganization, arrangement, insolvency, readjustment of its propertydebt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such proceeding is commenced, against the BUYER or TARGETS; or (c) A petition under 5.3. If any part of the federal bankruptcy laws, BUYER or an action under TARGETS should default in any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement obligation set forth in this LeaseAgreement. Upon an Event of Default, and such failure shall continue for a period of more than three (3) days after delivery by Director of a upon 5 days' written notice of such failure (from the “First Notice”); or if satisfaction of such obligation requires activity over a period of timeSELLER, if Tenant fails to commence the cure of such failure within three (3) days after receipt all of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving obligations of each of the First Notice; or (j) Tenant BUYER or TARGETS hereunder and in the Notes shall use or give its permission to be immediately due and payable without any person to use any portion action on the part of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if anySELLER, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant the SELLER shall be entitled to additional notice seek and institute any and all remedies available to it. No remedy conferred under this Agreement upon the SELLER is intended to be exclusive of any other remedy available to the SELLER, pursuant to the terms of this Agreement or cure rights with respect otherwise. No single or partial exercise by the SELLER of any right, power or remedy hereunder shall preclude any other or further exercise thereof. The failure of the SELLER to exercise any right or remedy under this Agreement or otherwise, or delay in exercising such default other than right or remedy, shall not operate as may be provided in such other agreementa waiver thereof.

Event of Default. The occurrence of any one or more of the following events (a) There shall constitute a breach of this Lease and be an “Event of Default” hereunderDefault if and when: (ai) there shall have been a failure by Tenant to pay Rent to Landlord pursuant to the terms hereof; (ii) Tenant shall fail duly to keep, observe, perform, carry out and punctually to pay Rentexecute in every particular the covenants, agreements, obligations and conditions set out in this Lease; (iii) Tenant abandons the Premises; (iv) Tenant or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice guarantor of any further defaults in the payment of Rent or other payment. In such eventTenant's obligations hereunder shall cease doing business as a going concern, there shall be deemed to occur make an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, generally not pay its debts as they become due or admit in writing its inability to pay its debts when they become due, file a petition commencing a voluntary case under any chapter of the Bankruptcy Code (11 U.S.C. Section 101 et seq.), be adjudicated an insolvent, file a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under the Bankruptcy Code or any other present or future statute, law, rule or regulation, or file a voluntary petition in bankruptcy, or an answer admitting the material allegations of a petition or answer seeking an arrangement for its reorganizationfiled against it in any such proceeding, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the filing of such petition or acquiesce in the appointment of a trustee, receiver, trusteecustodian or other similar official for it or any substantial part of its assets or properties, take any action looking to its dissolution or liquidation, or liquidator take any corporate action authorizing any of any or substantially all of its propertythe foregoing; or (cv) A petition under case, proceeding or other action shall be instituted against the Tenant or any part guarantor of the federal bankruptcy lawsTenant's obligations hereunder, seeking the entry of an order for relief against Tenant or any such guarantor of a debtor, to adjudicate Tenant or any such guarantor as a bankrupt or insolvent, or an action seeking reorganization, arrangement, adjustment, liquidation, dissolution or similar relief against Tenant, or any such guarantor under the Bankruptcy Code or any other present or future insolvency law or statute, law, rule or regulation, which case, proceeding or other action either results in such entry, adjudication, or issuance or entry of any other order or judgment having a similar effect or remains undismissed for sixty (60) days or within sixty (60) days after the appointment without Tenant's or such guarantors consent or acquiescence of any trustee, receiver, Custodian or other similar official for it or such guarantor or any substantial part of it or such guarantors assets or properties, such appointment should not be vacated. (b) An Event of Default occurring under Paragraphs a(iv) and a(v) shall be filed against immediately deemed to place Tenant in Default. (c) Before a Default shall ripen from or out of any of the foregoing Events of Default, except those Events described in Paragraphs a(iv) and a(v) hereof, Tenant and any Leasehold Mortgagee shall not have been given: (i) A notice in writing of the failure of Tenant to pay, when due, any amounts due hereunder at least twenty (20) days in advance of the effective date of a Default; or (ii) A notice in writing of the effective date of any other Event of Default hereunder, setting forth the manner in which such Event of Default may be dismissed within cured at least thirty (30) days after in advance' of the filing thereofeffective date of Default; orprovided, however, if the Event of Default cannot be cured within said forty-five (45) day period, such Event of Default shall not ripen into a Default hereunder if Tenant commences to cure said event within said forty-five (45) day period and diligently proceeds to cure such event within a reasonable time thereafter. (d) There shall occur a Transfer without Upon the prior approval occurrence of an Event of Default and the expiration of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises notice periods as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth provided in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (except as otherwise provided therein, the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or be in Default and the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant Landlord shall be entitled to additional notice or cure rights with respect to such default other than as may be pursue any and all remedies provided in this Lease. (e) The acceptance of Rent or other performance while such other agreementDefault exists shall not constitute a waiver of Landlord's right to terminate pursuant to Section 13.4 hereof as to any subsequent failure to so observe or perform the obligations of Tenant hereunder.

Event of Default. The occurrence of any one or more of (a) As used herein, the following events shall constitute a breach of this Lease and an term “Event of Default” hereundershall mean and include each or all of the following events: (ai) Tenant the Borrower shall fail duly and punctually to pay Rentpay, within ten (10) days when due, any amounts required to be paid by the Borrower under this Agreement, the Security Agreement, the Deed of Trust or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orNotes; (bii) Tenant the Borrower shall become insolvent, file a petition in bankruptcy or shall take the benefit of for reorganization or for an arrangement pursuant to any present or future insolvency statutestate or federal bankruptcy act or under any similar federal or state law, or shall be adjudicated a bankrupt or insolvent, or shall make a general assignment for the benefit of his creditors, or file a voluntary petition in bankruptcy, shall be unable to pay his debts generally as they become due; or if a petition or answer seeking an arrangement for its reorganization, or proposing the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute adjudication of the United States Borrower as bankrupt or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action reorganization under any present or future insolvency state or federal bankruptcy act or any similar federal or state law or statute, shall be filed against Tenant in any court and such petition or answer shall not be dismissed discharged or denied within thirty (30) days after the filing thereof; or (d) There shall occur or if a Transfer without the prior approval receiver, trustee or liquidator of the City; or (e) Tenant shall voluntarily abandon, desert Borrower or vacate of all or substantially all of the Premises; or (f) Any lien assets of the Borrower shall be filed appointed in any proceeding brought against the Premises as a result of any act or omission of Tenant, Borrower and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty thirty (2030) days of such appointment; or if the Borrower shall consent to or acquiesce in such appointment; or if any property of the Borrower shall be levied upon or attached in any proceeding; (iii) one or more judgment creditors shall have executed, or initiated proceedings to execute, one or more judgments for the payment of money in excess of $100,000; (iv) after receipt the date hereof, final judgment(s) for the payment of notice thereof by Tenantmoney in excess of $100,000, individually or in the aggregate, shall be rendered against the Borrower and shall remain undischarged for a period of thirty (30) days during which execution shall not be effectively stayed; or (gv) Tenant shall fail all or any portion of the property subject to provide, maintain, increasethe Security Agreement or the Deed of Trust, or replacethe legal, equitable or any other interest therein, shall be sold, transferred, assigned, leased or otherwise disposed of unless the prior written consent of the Majority Lenders is first obtained. (b) Upon the occurrence of an Event of Default, the Deposit as required herein; or (h) Tenant shall fail to obtain Majority Lenders may, at their option, exercise any and maintain the insurance required hereunder, or provide copies all of the policies or certificates following rights and remedies (in addition to City as required herein; orany other rights and remedies available to the Lenders): (i) Tenant shall fail to keepwithout notice, perform declare immediately due and observe each payable all unpaid principal of and every accrued interest on the Notes, together with all other promise, covenant and agreement set forth in this Leasesums payable hereunder or under the Notes, and such failure the Notes shall continue for a period of more than three (3) days after delivery by Director of a written thereupon be immediately due and payable without presentment or other demand, protect, notice of such failure dishonor or any other notice of any kind (the “First Notice”including notice of intent to accelerate maturity and notice of acceleration of maturity), all of which are hereby expressly waived; or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; orand (jii) Tenant shall use exercise all of their rights or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant remedies under this Lease for any illegal purposeAgreement, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant the Notes, the Deed of Trust and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementSecurity Agreement.

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder: (a) Tenant shall be in default of its obligations under this Lease upon occurrence of any one of the following at any time: (i) Whenever the Tenant shall fail duly and punctually to pay any installment of Rent, or to make of any other payment sum payable by Tenant to Landlord, on any day upon which the same ought to be paid, or Tenant shall fail to maintain any of the insurance required to be maintained hereunder, when due to Cityand, and in any such case, such failure shall continue beyond for ten (10) calendar days after the date specified in Tenant shall have received from Landlord a written notice of specifying such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunderdefault; or (bii) Whenever the Tenant shall become insolventdo, or permit anything to be done, whether by action or inaction, contrary to any covenant or agreement on the part of Tenant herein contained, or shall take fail in the benefit keeping or performance of any present of the covenants, agreements, terms or future insolvency statuteprovisions contained in this Lease which on the part or behalf of Tenant are to be kept or performed (other than those referred to in subsection (a)(i) above), and Tenant shall fail to commence to take steps to remedy the same within forty-five (45) days after Tenant shall have received a written notice specifying the same, or Tenant having so commenced shall make a general assignment thereafter fail (except for Unavoidable Delays) to proceed diligently to remedy the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its propertysame; or (ciii) A Whenever an involuntary petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant under any bankruptcy, reorganization or insolvency law, or under the provisions of any law of like import, or a receiver of Tenant or of or for the property of Tenant shall be appointed without the acquiescence of Tenant, and such circumstance under this subsection (c) shall continue and shall remain undischarged or unstayed for an aggregate period of ninety (90) days (whether or not consecutive) or shall not be dismissed remedied by Tenant within ninety (90) days; or (iv) Whenever Tenant shall make an assignment of the property of Tenant for the benefit of creditors or shall file a voluntary petition under any bankruptcy or insolvency law or any other law of like import, or whenever any court of competent jurisdiction shall approve a petition filed by Tenant under the reorganization provisions of the United States Bankruptcy Code or under the provisions of any law of like import, or whenever a petition shall be filed by Tenant under the arrangement provisions of the United States Bankruptcy Code or under the provisions of any law of like import, or whenever Tenant shall abandon the Demised Premises. (b) This Lease and the Term and estate hereby granted are subject to the limitation that, if Tenant shall be in default of any of its obligations under this Lease, then regardless of, and notwithstanding that, Landlord has or may have some other remedy under this Lease or by virtue hereof, or in law or in equity, all of which are expressly reserved unto Landlord, Landlord (in addition to all of such rights and remedies) also shall have the right to terminate this Lease by giving Tenant a notice (herein called the "second notice") of Landlord's intention to end the Term of this Lease effective as of a day not less than thirty (30) days after thereafter in the filing thereofcase of non-payment of Rent or failure to maintain insurance, and otherwise not less than ninety (90) days thereafter, (the "Termination Date") and, unless Tenant shall have fully cured all of the default(s) with respect to which it has received such second notice by the Termination Date, this Lease and the Term and estate hereby granted shall expire and terminate upon the Termination Date as fully and completely and with the same force and effect as if the day so specified in the second notice were the date hereinbefore fixed for the expiration of the Term of this Lease and all rights of Tenant under this Lease shall expire and terminate as of that date. (c) Notwithstanding anything to the contrary set forth in this agreement, in the event Tenant initiates any legal or equitable action in which Tenant avers that it is not in breach of any of its obligations under this Lease as alleged by Landlord in any notice given pursuant to Section 1101(a) (ii) hereof (a "contested default"), the period of time in which Tenant has a right to commence curing any contested default before which Landlord can issue a second notice terminating this Lease agreement shall be extended by that period of time commencing upon Tenant's initiation of such action until the judge or other official responsible for ruling on the same has rendered his or her decision as to whether Tenant is in fact in breach of its obligation hereunder. However, nothing herein shall preclude the Landlord from exercising any other rights or remedies it has or may have in law or in equity prior to its being able to issue any such second notice, including, without limitation, obtaining a court order compelling Tenant to specifically perform any of its obligations hereunder; orit being the intent of the parties that, except to the extent Landlord otherwise would have the right to issue a second notice terminating this Lease agreement, Tenant shall be deemed to be in default of this Lease agreement as and when provided in Section 1101(a) notwithstanding its initiation of any action referred to in the first sentence of this subsection 1101(c). (d) There shall occur a Transfer without the prior approval Upon any such termination or expiration of the City; or (e) this Lease under this Article, Tenant shall voluntarily abandon, desert or vacate peaceably quit and surrender the Premises; or (f) Any lien shall be filed against Demised Premises and the Premises as a result of any act or omission of TenantDevelopment Improvements to the Landlord, and shall not be discharged Landlord may without further notice enter upon, re-enter, possess and repossess itself thereof, by force, summary proceedings, ejectment or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Leaseotherwise, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between may dispossess and remove Tenant and City, including hold and enjoy the Other Agreements, if any, Demised Premises and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed the Development Improvements and the right to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default receive all rental and other than as may be provided in such other agreementincome of and from the same.

Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder: (a) Tenant shall fail duly and punctually to pay Rent, or the failure of Maker to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent principal or other payment during the Terminterest on this Note when due, thereafter Tenant shall not be entitled towhether at maturity, and City shall have no obligation to give, notice of any further defaults in the payment of Rent upon acceleration or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orotherwise; (b) Tenant there shall become insolvent, or shall take have occurred an acceleration of the benefit stated maturity of any present Indebtedness of Maker or future insolvency statuteits Subsidiaries of Two Hundred Fifty Thousand United States Dollars ($250,000) or more in aggregate principal amount (which acceleration is not rescinded, annulled or shall make otherwise cured within ten (10) days of receipt by Maker or a general Subsidiary of notice of such acceleration); (c) Maker makes an assignment for the benefit of creditorscreditors or admits in writing its inability to pay its debts generally as they become due; or an order, judgment or file a voluntary petition in bankruptcy, decree is entered adjudicating Maker as bankrupt or a petition insolvent; or answer seeking an arrangement any order for its reorganization, or the readjustment of its indebtedness relief with respect to Maker is entered under the federal bankruptcy laws, Federal Bankruptcy Code or under any other law bankruptcy or statute of the United States insolvency law; or of Maker petitions or applies to any state thereof, or consent to tribunal for the appointment of a receivercustodian, trustee, receiver or liquidator of Maker or of any or substantially all of its property; or (c) A petition under any substantial part of the federal bankruptcy lawsassets of Maker, or an action commences any proceeding relating to it under any present bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or future insolvency liquidation law of any jurisdiction; or statuteany such petition or application is filed, or any such proceeding is commenced, against Maker and either (i) Maker by any act indicates its approval thereof, consents thereto or acquiescence therein or (ii) such petition application or proceeding is not dismissed within sixty (60) days; (d) a final, non-appealable judgment which, in the aggregate with other outstanding final judgments against Maker and its Subsidiaries, exceeds Five Hundred Thousand United States Dollars ($500,000) shall be filed rendered against Tenant Maker or a Subsidiary and shall within sixty (60) days after entry thereof, such judgment is not be dismissed discharged or execution thereof stayed pending appeal, or within thirty sixty (3060) days after the filing thereofexpiration of such stay, such judgment is not discharged; or (d) There shall occur provided, however, that a Transfer without judgment that provides for the prior approval payment of royalties subsequent to the date of the Cityjudgment shall be deemed to be discharged so long as Maker or the Subsidiary affected thereby is in compliance with the terms of such judgment; or (e) Tenant shall voluntarily abandona Change of Control occurs. Upon an Event of Default, desert Holder may, at ▇▇▇▇▇▇’s option and without notice, declare all principal and interest due under this Note to be due and payable in cash only immediately without presentment demand, protest or vacate any other notice of any kind, all of which are hereby expressly waived by Maker. Upon the Premises; or (f) Any lien occurrence of any Event of Default, Holder may, in addition to declaring all amounts due hereunder to be immediately due and payable, pursue any available remedy, whether at law or in equity. Notwithstanding anything to the contrary herein or in the Merger Agreement, ▇▇▇▇▇▇’s rights hereunder shall be filed against the Premises as a result cumulative and not in lieu of any act right or omission remedy such Holder may have under or pursuant to the Merger Agreement. If an Event of TenantDefault occurs, Maker shall pay to Holder the reasonable attorneys’ fees and shall not be discharged or contested disbursements and all other reasonable out-of-pocket costs incurred by Tenant Holder in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail order to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain collect amounts due and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant owing under this Lease for any illegal purpose, Note or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant otherwise to enforce Holder’s rights and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementremedies.

Event of Default. The Upon the occurrence of any one or more of the following events shall constitute a breach of this Lease and (each, an “Event of Default” hereunder:”): (a) Tenant the Maker shall fail duly and punctually to pay Rentany principal, Interest or to make any other payment required hereunder, when due to City, and such failure shall continue beyond amount payable in respect of this Note on the date specified due and otherwise in a written notice of such default from Director, which date shall be no earlier than accordance with the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orterms hereof; (b) Tenant the Maker shall become insolventdefault in the observance or performance of any affirmative covenant contained in this Note and that default shall continue unremedied for a period of ten (10) calendar days following notice given by ▇▇▇▇▇; (c) the Maker shall default in the observance or performance of any negative covenant contained in this Note; (d) any representation in this Note shall have been at the time made untrue in any material respect; (e) if a default beyond any applicable notice or cure period shall occur in connection with any material obligation of Maker (or any material obligation of a joint venture for which Maker is liable) for the payment of borrowed money, whether now existing or hereafter created, incurred or arising, or if any such obligations become or are declared to be due and payable prior to the expressed maturity thereof; (f) the Maker shall take the benefit file a petition or commence a proceeding under any bankruptcy, insolvency or similar law of any present state or future insolvency statuteany subdivision thereof or any other nation, state or political entity (whether such petition or proceeding is for relief from debts or for the appointment or authorization of a receiver, trustee, liquidator, custodian or conservator of the Maker or of the whole or substantially all of its property or any other purpose), or there is filed against the Maker any such petition or commenced against the Maker any such proceeding, and any such petition or proceeding filed or commenced against the Maker remains undismissed for a period of sixty (60) calendar days, or if the Maker by any act consents to, approves of or expressly acquiesces in any such petition or proceeding; the Maker shall seek relief under any such law; or the Maker shall make a general an assignment for the benefit of creditors; or a court of competent jurisdiction shall enter an order, judgment or decree, or file a voluntary petition enter an order for relief against the Maker in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or any case commenced under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenantsuch law; or (g) Tenant the Maker shall fail to provide, maintain, increasetake any other action, or replacethe occurrence of any other event caused by Maker, which is deemed an Involuntary Transfer under the Deposit as required hereinPartnership Agreements; or then, after Payee notifies Maker of such Event of Default in writing (hthe “Default Notice”) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three thirty (330) days has elapsed after delivery Maker’s receipt of the Default Notice (such 30-day period, the “Notice Period”) without such Event of Default being cured, Payee may, by Director of a written notice of such failure to the Maker (the “First Acceleration Notice”); or if satisfaction , declare this Note to be forthwith due and payable, as to principal, Interest and all other amounts owing hereunder and may exercise all of such obligation requires activity over a period of time, if Tenant fails to commence its rights and remedies against the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured Collateral as may be provided in such agreementset forth below; provided, however, that nothing herein upon the occurrence of an Event of Default described in clause (f) above, all amounts due under this Note shall automatically be due and payable without the requirement of any notice to the Maker or any further act of the Payee. At any time during the Notice Period with respect to any Event of Default, Maker may cure such Event of Default, and if all then existing Events of Default for which a Default Notice has been provided are cured, no Acceleration Notice shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights provided with respect to such default cured Events of Default. The remedies provided herein, which may be exercised only after the end of the Notice Period and after delivery of the Acceleration Notice, shall be cumulative and in addition to any other remedy available to the Payee under this Note, the Partnership Agreements or under applicable law, or otherwise. No delay on the part of Payee in exercising any rights hereunder shall operate as a waiver of such rights. For the avoidance of doubt, to the extent that the exercise by ▇▇▇▇▇ of any remedy or right hereunder would require the vote or action of the Board of Managers of Payee, the exercise of any such remedy or right shall be considered an Interested Transaction pursuant to the terms of the Partnership Agreements, and any foreclosure by the Payee upon the Collateral pursuant to the terms of this Note shall be an Involuntary Transfer pursuant to the terms of the Partnership Agreements. Nothing herein shall be construed to limit or otherwise infringe upon any rights of Maker during the Notice Period, including its voting rights under the Partnership Agreements, its rights to designate the IFMI Managers to the Board of Managers, or the rights of any IFMI Manager to vote as a member of the Board of Managers with respect to any matter. Notwithstanding anything set forth in this Note to the contrary, ▇▇▇▇▇ agrees that following an Event of Default (other than as may be provided an Event of Default pursuant to clause (f) above), it will not take action to foreclose upon its security interest in such other agreementthe Collateral during the Notice Period.

Event of Default. The occurrence An event of any one or more of the following events shall constitute a breach of this Lease and an “default ("Event of Default” hereunder") shall exist if: (a) Tenant Maker shall fail duly and punctually to pay Rentany principal of, or to make any interest on, this Note or any other payment required hereunderamount payable under this Note, when and as the same shall become due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orpayable; (b) Tenant any representation or warranty made or deemed made by or on behalf of Maker in the Security Agreement, or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection the Security Agreement, or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect when made or deemed made; (c) Maker shall fail to observe or perform any covenant, condition or agreement contained in the Security Agreement; (d) Maker shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any indebtedness, individually or in the aggregate, in excess of $100,000 ("Material Indebtedness"), when and as the same shall become insolventdue and payable; (e) any event or condition occurs that results in any Material Indebtedness of Maker becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness of Maker, or shall take the benefit any trustee or agent on its or their behalf, to cause any Material Indebtedness of any present or future insolvency statuteMaker to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; (f) an involuntary proceeding shall make a general assignment for the benefit be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of creditorsMaker or its debts, or file of a voluntary petition in substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Maker or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or answer an order or decree approving or ordering any of the foregoing shall be entered; (g) Maker shall (i) voluntarily commence any proceeding or file any petition seeking an arrangement for its reorganizationliquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or the readjustment fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (f) of its indebtedness under the federal bankruptcy lawsthis Section, or under any other law or statute of the United States or of any state thereof, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or liquidator of any similar official for Maker or substantially all for a substantial part of its property; orassets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (ch) A petition under any part Maker shall become unable, admit in writing its inability and fail generally to pay its debts as they become due; (i) one or more judgments for the payment of the federal bankruptcy laws, or money in an action under any present or future insolvency law or statute, aggregate amount in excess of $100,000 shall be filed rendered against Tenant Maker and the same shall not be dismissed within remain undischarged for a period of thirty (30) days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Maker to enforce any such judgment; (j) any lien purported to be created under the Security Agreement shall cease to be, or shall be asserted by Maker or any affiliate thereof not to be, a valid and perfected lien on the Collateral (as defined in the Security Agreement), with the priority required by the Security Agreement, except (i) as a result of the sale or other disposition of the Collateral in a transaction permitted under the Security Agreement or (ii) as a result of Payee's failure to maintain possession of any promissory notes or other instruments delivered to it under the applicable Security Agreement; (k) there shall occur, in the reasonable judgment of Payee, a material adverse change in the business, assets or prospects of Maker after the filing thereofdate hereof; (l) there shall occur any material loss, theft, damage or destruction of any of Maker's property or assets not fully covered by insurance; or (dm) There there shall occur a Transfer without the prior approval cessation of a substantial part of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result business of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue Maker for a period which significantly effects its respective capacity to continue its business on a profitable basis; or Maker shall suffer the loss or revocation of more than three (3) days after delivery any license or permit now held or hereafter acquired by Director it which is necessary to the continued or lawful operation of a written notice its respective business; or Maker shall be enjoined, restrained or in any way prevented by court, governmental or administration order from conducting all or any material part of its respective business affairs; or any material part of Maker's property shall be taken through condemnation or the value of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein property shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementmaterially impaired through condemnation.