Common use of Event of Default Clause in Contracts

Event of Default. “Event of Default” means (i) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penalty.

Event of Default. “The occurrence of one or more of the following events shall be an "Event of Default” means " hereunder: (i) Buyer fails if on any Payment Date the funds in the Debt Service Payment Sub-Account are insufficient to provide adequate assurance of performance pay the Required Debt Service Payment due on such Payment Date and the Borrowers fail to Seller pursuant pay such insufficiency on such Payment Date; provided that Borrowers shall have an additional two Business Days past the related Payment Date to Article 3; make any such payment, but only once during any twelve month period; (ii) Buyer intentionally omitted; (iii) if the Borrowers fail to pay the outstanding Indebtedness on the Maturity Date; (iv) if on any Payment Date the Borrowers fail to pay the Basic Carrying Costs Monthly Installment, the Capital Reserve Monthly Installment, the Cash Collateral Account Bank Fees due on such Payment Date (to the extent Borrowers are obligated to make such payments hereunder); provided that Borrowers shall have an additional two (2) Business Days past the related Payment Date to make any such payment, but only once during any twelve (12) month period; (v) if on the date any payment of a Basic Carrying Cost would become delinquent, the funds in the Basic Carrying Costs Sub-Account together with any funds in the Cash Collateral Account not allocated to another Sub-Account are insufficient to make such payment and Borrower has not otherwise paid such Basic Carrying Cost or funded such shortfall to Lender; provided that Borrowers shall have an additional two (2) Business Days past the related Payment Date to make any such payment, but only once during any twelve (12) month period; (vi) the occurrence of the events identified elsewhere in the Loan Documents as constituting an "Event of Default"; (vii) any breach of Sections 2.11(a) (subject, however, to the proviso in Section 2.11(a)(ii)) , 2.11(b), 2.11(e), 5.1(T), 5.1(V), 5.1(W), 5.1(X), or 6.1(B); (viii) intentionally omitted; (ix) intentionally omitted; (x) if any Borrower fails to pay undisputed amounts any other amount payable pursuant to this Agreement or any other Loan Document within two (2) Business Days of the date when due and payable in accordance with the provisions hereof or thereof, as the case may be; (xi) if any representation or warranty made herein by Borrowers or in any other Loan Document, or in any report, certificate, financial statement or other Instrument, agreement or document furnished by any Borrower in connection with this Agreement, the invoice due date; Note or any other Loan Document executed and delivered by such Borrower shall be false in any material respect as of the date such representation or warranty was made or remade; (iiixii) either Party if any Borrower, any of such Borrower's partners or members, as applicable, or any SPE Equity Owner makes an assignment or any general arrangement for the benefit of creditors; ; (ivxiii) either Party defaults in if a receiver, liquidator or trustee shall be appointed for any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to Borrower, any of its creditorssuch Borrower's partners, members or shareholders, as applicable, or any SPE Equity Owner or if any Borrower, any of such Borrower's partners, members or shareholders, as applicable, or any SPE Equity Owner shall be adjudicated as bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by such Borrower, any of such Borrower's partners, members or shareholders, as applicable, or any SPE Equity Owner or if any proceeding for the dissolution or liquidation of such Borrower, any of such Borrower's partners, members or shareholders, as applicable, or any SPE Equity Owner shall be instituted; (vi) either Party files a provided, however, that if such appointment, adjudication, petition or otherwise commencesproceeding was involuntary and not consented to by such Borrower, authorizesany of such Borrower's partners, members or shareholders, as applicable, or acquiesces in any SPE Equity Owner as the commencement case may be, upon the same not being discharged, stayed or dismissed within ninety (90) days; or if such Borrower, any of a proceeding such Borrower's partners, members or causes under shareholders, as applicable, or any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay SPE Equity Owner shall generally not be paying its debts as they fall become due; ; (ixxiv) either Party terminates if any Borrower attempts to delegate its obligations or assign its rights under this Agreement and/or Agreement, any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; Loan Documents or any interest herein or therein; (xxv) Seller if any provision of any organizational document of any Borrower or any SPE Equity Owner is amended or modified in any respect, or if any Borrower, any SPE Equity Owner or any of their respective partners, members, or shareholders as applicable, fails to sell and schedule for deliveryperform or enforce the provisions of such organizational documents or attempts to dissolve any Borrower or any SPE Equity Owner; or if any Borrower or any SPE Equity Owner or any of their respective partners, members or Buyer fails to purchase and receive natural gas in accordance with shareholders, as applicable, breaches any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation of the covenants set forth in this Agreement Sections 5.1(T) or 6.1(D); (xvi) [Intentionally omitted]; (xvii) if an event or condition specified in Section 5.1(S) shall occur or exist with respect to any Plan, Multiemployer Plan or plan and, as a result of such event or condition, together with all other such events or conditions, Borrower or any effective Confirmation ERISA Affiliate or any affiliate shall incur or in the opinion of Lender shall be reasonably likely to incur a liability to a Plan, a Multiemployer Plan, PBGC or plan (or any combination of the foregoing) which would constitute, in the determination of Lender, a Material Adverse Effect; (xviii) any breach of Section 5.1(I) or 5.1(P), or, if without Lender's prior written consent, except to the extent such failure constitutes a separate as expressly permitted in this Agreement, (A) any Manager resigns or is removed or is replaced, (B) any Management Agreement is entered into for any Individual Property or (C) there is any material change in or termination of any Management Agreement for any Individual Property; (xix) any "Event of Default" under any of the other "Loan Agreements" referenced in the Cooperation Agreement; (xx) [Intentionally omitted]; (xxi) if any Borrower shall be in default under any of the other obligations, agreements, undertakings, terms, covenants, provisions or conditions of this Agreement, the Notes, any Mortgage or the other Loan Documents, not otherwise referred to in this Section 7.1, for ten (10) days after written notice to any Borrower from Lender or its successors or assigns, in the case of any default which can be cured by the payment of a commercially reasonable sum of money or for thirty (30) days after written notice from Lender or its successors or assigns, in the case of any other default (unless otherwise provided herein or in such other Loan Document); or provided, however, that if such non-monetary default under this subparagraph is susceptible of cure but cannot reasonably be cured within such thirty (xii30) either Party makes a representation or warranty day period and provided further that such Borrower shall have commenced to cure such default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is false or misleading reasonably necessary for such Borrower in the exercise of due diligence to cure such default, but in no event shall such period exceed ninety (90) days after the original notice from Lender; and (xxii) if any of the assumptions set forth in that certain non-consolidation opinion from the Borrowers' counsel to Lender dated as of the date hereof shall be untrue in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyrespect.

Event of Default. Each of the following shall be an event of default by Tenant under this Lease (each, an “Event of Default” means ”): (ia) Buyer fails to provide adequate assurance if any representation or warranty of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults Tenant set forth in any payment obligation to the other Party; (v) either Party defaults this Lease is false in any material payment obligation respect when made; (b) if any Rental or other Monetary Obligation due under this Lease is not paid within three (3) Business Days after written notice of failure to pay the same; (c) if Tenant fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Property; (d) if Tenant vacates or abandons any Property; (e) if there is an Insolvency Event affecting Tenant; (f) if Tenant fails to observe or perform any of the other covenants, conditions or obligations of Tenant in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Landlord in immediate jeopardy, and is within the reasonable power of Tenant to promptly cure, all as determined by Landlord in its creditors; (vi) either Party files a petition or otherwise commencesreasonable discretion, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has then such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from failure shall not constitute an Event of Default committed by the other Party; (x) Seller fails to sell hereunder, unless otherwise expressly provided herein, unless and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) until Landlord shall have the right to suspend service and/or terminate this Agreementgiven Tenant written notice thereof and a period of thirty (30) days shall have elapsed, including all effective Confirmationsduring which period Tenant may correct or cure such failure, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits 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 (the “Defaulting Party”)30)-day period, as determined by Landlord in its reasonable discretion, and Tenant is diligently pursuing a cure of such failure, then the Defaulting Party Tenant shall pay and the Non-Defaulting Party have a reasonable period to cure such failure beyond such thirty (30)-day period, which shall be entitled toin no event exceed ninety (90) days after receiving notice of such failure from Landlord. If Tenant shall fail to correct or cure such failure within such ninety (90)-day period, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occurshall be deemed to have occurred hereunder without further notice or demand of any kind being required; (g) if a final, damages would be difficult to ascertain and quantifynonappealable judgment is rendered by a court against Tenant which has a Material Adverse Effect, and agree that this is not discharged or provision made for calculating damages such discharge within ninety (90) days from the date of entry thereof; (h) if Tenant shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; or (i) is reasonable if the estate or interest of Tenant in light of the anticipated or actual harm, (ii) Property shall be followed levied upon or attached in lieu of any other methods of calculating proceeding and such estate or estimating direct actual damages, and interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (iii90) days after it is not a penaltymade.

Event of Default. “Event of Default” means (i) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from If an Event of Default committed shall occur, the Lender may, either with or without entry or taking possession as hereinabove provided or otherwise, proceed by the other Party; (x) Seller fails any appropriate proceeding or remedy to foreclose this Security Instrument and to sell and schedule for deliverythe Property. In the exercise of the remedy of foreclosure, Trustee hereunder, or Buyer fails to purchase his agent or successors, at the request of Lender hereunder, or the representatives or assigns of the Lender, after giving notice of the time and receive natural gas place of sale, by publication of such at least three (3) different times in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth some newspaper published in this Agreement the county where the Property, or any effective Confirmation part thereof, is located, the first of which publications shall be at least twenty (except 20) days previous to said sale, and on the day and at the County Courthouse in the County in which the Property is located, at which foreclosure sales are customarily held, or at the election of Lender at the Property, shall proceed to sell the Property at public auction for cash to the highest bidder, and in the bar of the right of redemption, and all other rights of redemption, statutory or otherwise (including, without limitation, those rights of redemption contained in Tennessee Code Annotated, Section 66-8-101, et seq.), homestead, dower, elective share, right of appraisement or valuation and all other rights and exemptions of every kind, all of which are hereby waived; and said Trustee shall apply the proceeds from such sale – First, to the payment of all costs and expenses of such sale, including attorney and trustees fees and expenses incurred in connection with the sale and Borrower’s default; Second, to the payment of all indebtedness secured hereby (the “Secured Indebtedness”) and interest thereon, including any and all advances made under the terms hereof with interest thereon; Third, the surplus, if any, to the parties legally entitled thereto. In the event Trustee cannot determine the person or persons to whom the surplus should be paid or a controversy exists with respect to the surplus that could subject the Lender or Trustee to liability, Trustee may pay the surplus into a court of competent jurisdiction in an Interpleader action and all expenses of such action, including legal fees incurred by Lender and Trustee, shall be paid from the surplus or, if the surplus is insufficient, by Borrower. Lender or Lender’s designee may purchase the Property at any sale. In the event Lender purchases the Property at Trustee’s sale, to the extent that Lender’s bid price is less than or equal to the total amount of the Secured Indebtedness (including principal, interest, expenses and legal fees), Lender shall credit the amount so bid against the sums secured hereby rather than pay cash to Trustee. To the extent Lender’s bid price exceeds the Secured Indebtedness, Lender shall pay Trustee cash equal to such failure constitutes a separate Event excess. In case of Default); any sale under this Security Instrument by virtue of the exercise of the power herein granted, or (xii) either Party makes a representation or warranty that is false or misleading pursuant to any order in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Defaultjudicial proceeding or otherwise, the Party Property or any part thereof may be sold in one parcel, in such parcels, manner or order as Lender in its sole discretion may elect, and one or more exercises of the power herein granted shall not committing extinguish or exhaust the Event power unless the entire Property is sold or the Secured Indebtedness paid in full. Following a Trustee’s sale of Default (“Non-Defaulting Party”) the Property, Trustee shall have deliver to the right purchaser a Trustee’s Deed conveying the property so sold without any covenant or warranty, expressed or implied. The recitals in the Trustee’s Deed shall be prima facie evidence of the truth of the statements made therein. Borrower further agrees that in case of any sale hereunder, it will at once surrender possession of the Property, and will from that moment become and be the tenant at will of the purchaser, and removable by process as upon a forcible and unlawful detainer suit, hereby agreeing to suspend service and/or terminate this Agreementpay the said purchaser the reasonable rental value of the Property after such sale plus all expenses, including all effective Confirmationslegal fees, in addition incurred by the purchaser to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out obtain lawful possession of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyProperty.

Event of Default. Each of the following shall constitute an “Event of Default” means (i) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice respective Party: (a) failure of RCP (or of a third party, whether Bliss Sports, Bliss Sports II or otherwise, which has agreed in writing to fulfill RCP’s obligations) to obtain and maintain or to cause a third party to obtain or maintain the insurance required by Article XII hereof; (b) any representation or warranty made by Bliss Sports or Bliss Sports II herein or in any written statement or certificate furnished to a Party by another Party with respect to the performance of this Agreement, proves untrue in any material respect as of the date of the issuance or making thereof which is not corrected or brought into compliance within 30 days after the recipient Party gives the Party which gave the untrue written statement or certificate a written notice specifying such untruth and requiring it to be remedied; provided, that if such untruth cannot be fully remedied within such 30-day period, but can reasonably be expected to be fully remedied and the defaulting Party is diligently attempting to remedy such untruth, such untruth shall not constitute an event of default if the defaulting Party shall immediately upon receipt of such notice diligently attempting to remedy such untruth and shall thereafter prosecute and complete the same with due datediligence and dispatch; or (iiic) either any judgment which is final, writ or warrant of attachment or any similar process shall be entered or filed against a Party makes which remains unvacated, unpaid, unbonded, unstayed or uncontested in good faith for a period of 90 days; provided, however, that none of the foregoing shall constitute an event of default unless the amount of such judgment, writ, warrant of attachment or similar process, together with the amount of all other such judgments, writs, warrants or similar processes so unvacated, unpaid, unbonded, unstayed or uncontested, exceeds $2,000,000; or (d) the entry of a decree or order by a court having jurisdiction in the premises for relief in respect of a Party, or adjudging a Party a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, adjustment or composition of or in respect of a Party under the United States Bankruptcy Code or any other applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of or for a Party or any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 120 consecutive days; or (e) the commencement by a Party of a voluntary case, by it of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to a Party of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization, arrangement or relief under the United States Bankruptcy Code or any other applicable federal or state law, or the consent or acquiescence by it to the filing of any such petition or the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of a Party or any substantial part of its property, or the making by it of an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults , or the admission by it in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any writing of its creditors; (vi) either Party files a petition inability or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable its failure to pay its debts generally as they fall become due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas the taking of corporate action by a Party in accordance with furtherance of any effective Confirmationsuch action; or (xif) either any default by a Party falls to perform in the performance, or breach, of any material covenant or obligation set forth agreement of such Party in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmationsand continuance of such default or breach for a period of thirty (30) days after the other Party entitled to performance of such covenant or agreement has been delivered to defaulting Party a written notice specifying such default or breach and requiring it to be remedied; provided, in addition that if such default or breach cannot be fully remedied within such thirty (30) day period, but can reasonably be expected to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay be fully remedied and the Non-Defaulting defaulting Party is diligently attempting to remedy such default or breach, such default or breach shall be entitled tonot constitute an event of default if defaulting Party shall, as its exclusive remedyimmediately upon receipt of such notice, early termination damages arising out of diligently attempt to remedy such default or breach and shall thereafter prosecute and complete the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain same with due diligence and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltydispatch.

Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”): (a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made; (b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof; (c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties; (d) if Lessee vacates or abandons any Property; (e) if there is an Insolvency Event affecting Lessee; (f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day 20 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required; (g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof; (h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; (i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or (j) if there is an “Event of Default” means (i) Buyer fails to provide adequate assurance or other breach or default by Lessee under any of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment other Transaction Documents or any general arrangement for Other Agreement , after the benefit passage of creditorsall applicable notice and cure or grace periods; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commencesprovided, authorizeshowever, or acquiesces in the commencement event that this Lease has been the subject of a proceeding Securitization and any Other Agreement has not been the subject of the same Securitization or causes any series relating to such Securitization, an “Event of Default” under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Other Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from shall not constitute an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in under this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyLease.

Event of Default. The following actions or events shall constitute an “Event of Default” means under this Agreement: (ia) Buyer fails to provide adequate assurance The failure of performance to Seller pursuant to Article 3; a Party (iithe “Defaulting Party”) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; Party (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any sum which has become due and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default payable hereunder within ten (the “Defaulting Party”), then 10) days after receipt by the Defaulting Party shall pay and of a notice from the Non-Defaulting Party specifying such failure; (b) The failure by a Defaulting Party to perform, keep or fulfill any of the terms, covenants, undertakings, obligations or conditions set forth in this Agreement other than those referred to in the foregoing paragraph (a), and the continuance of such failure for a period of fifteen (15) days after receipt by the Defaulting Party of written notice thereof from the Non-Defaulting Party specifying such failure; or, in the event such failure is of a nature that it cannot, with due diligence and in good faith, be cured within fifteen (15) days and such Defaulting Party fails to proceed promptly and with due diligence and in good faith to cure the same and thereafter to prosecute the curing of such failure with due diligence and in good faith (it being intended that, in connection with a failure not susceptible of being cured with diligence and in good faith within fifteen (15) days the time of such Defaulting Party within which to cure the same shall be entitled toextended for such period as may be reasonably necessary for the curing thereof with due diligence and in good faith, as its exclusive remedy, early termination damages arising out but in no event shall such cure period be in excess of one hundred twenty (120) days); (c) The occurrence of any of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult following events with respect to ascertain and quantify, and agree that this provision for calculating damages a Defaulting Party: (i) the institution by or against (and such proceeding is reasonable in light not dismissed within sixty (60) days) such Defaulting Party of any bankruptcy, reorganization, arrangement, insolvency or similar proceedings brought under any federal or state law providing for the anticipated or actual harm, relief of debtors; (ii) shall be followed the admission by such Defaulting Party in lieu writing of any other methods of calculating or estimating direct actual damages, and its inability to pay its debts as they become due; (iii) is not a penalty.any assignment by such Defaulting Party for the benefit of its creditors;

Event of Default. “The term Event of Default” means , whenever used herein, shall mean any of the following events under this Lease (i) Buyer fails to provide adequate assurance whatever the reason for such Event of performance to Seller Default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to Article 3or in compliance with any judgment, decree or order of any court or any order, rule or regulation or any administrative or governmental body). 16.1 Lessee shall fail to make any payment of Rent when due, and such failure shall continue for more than ten (10) days after written notice thereof from Lessor to Lessee; or 16.2 Lessee shall fail to keep in full force and effect insurance required under this Lease; or 16.3 Lessee shall fail to perform or observe any covenant, condition or agreement (iiother than that referred to in 16.1 or 16.2 above) Buyer fails required to pay undisputed amounts be performed or observed by it under this Lease or any agreement, document or certificate delivered by Lessee in connection herewith, and such failure shall continue for sixty (60) days after written notice thereof from Lessor to Lessee; provided, however, if such failure is not reasonably susceptible to cure within such sixty (60) day period, and Lessee has commenced to cure such failure within said sixty (60) day period, Lessee shall have an additional period of time to cure as may be required to effect such cure if Lessee continues to diligently prosecute such cure to completion. 16.4 Lessee shall or shall attempt to (except as expressly permitted by the invoice due date; (iiiprovisions of this Lease) either Party makes an assignment remove, sell, transfer, encumber, part with possession of, assign or sublet the Aircraft or any general arrangement part thereof, use the Aircraft for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizesan illegal purpose, or acquiesces in permit the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against itsame to occur; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable or 16.5 Lessee fails to pay its debts as they fall due; become due or files a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy laws (ixas now or hereafter in effect) either Party terminates this Agreement and/or or an answer admitting the material allegations of a petition filed against Lessee in any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for deliverysuch proceeding, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant Lessee by voluntary petition, answer or obligation set forth in this Agreement or any effective Confirmation (except to consent, seeks relief under the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu provisions of any other methods now existing or future bankruptcy or other similar law (other than a law which does not provide for or permit the readjustment or alteration of calculating Lessee's obligations hereunder) providing for the reorganization or estimating direct actual damagesliquidation or corporations, or providing for an agreement, composition, extension or adjustment with its creditors; or 16.6 A petition against Lessee in a proceeding under applicable bankruptcy laws or other insolvency laws (other than any law which does not provide for or permit any readjustment or alteration of Lessee's obligations hereunder in each case), as now or hereafter in effect, is filed and shall not be withdrawn or dismissed within ninety (iii90) days thereafter, or if, under the provisions of any law (other than any law which does not provide for or permit any readjustment or alteration of Lessee's obligations hereunder in each case) providing for reorganization or liquidation of corporations which may apply to Lessee, any court of competent jurisdiction shall assume jurisdiction, custody or control of Lessee or of any substantial part of its property and such jurisdiction, custody or control shall remain in force relinquished, unstayed or unterminated for a period of sixty (60) days; or 16.7 Lessee (a) defaults on the payment of any obligation for borrowed money, under any lease (whether or not capitalized) or for the deferred purchase price of property, including interest thereon, beyond the period of grace, if any, provided with respect thereto, or (b) defaults in the performance or observance of any other term, condition or agreement contained in any such obligation or in any agreement relating thereto, if the effect of either such default is not to cause, or permit the holder or holders of such obligation (or a penaltytrustee on behalf of such holder or holders) to cause such obligation to become due prior to its stated maturity or to realize upon any collateral given as security therefor and such default results in material adverse change in the financial condition of Lessee.

Event of Default. (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default” means ”): (i) Buyer fails to provide adequate assurance if any portion of performance to Seller pursuant to Article 3; the Debt is not paid when due; (ii) Buyer fails to pay undisputed amounts by if any of the invoice Taxes or Other Charges are not paid when the same are due date; and payable; (iii) either if the Policies are not kept in full force and effect, or if certified copies of the Policies are not delivered to Lender promptly upon request; (iv) any Transfer occurs in violation of the provisions of this Agreement or the other Loan Documents; (v) any representation or warranty made by Borrower herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished by or on behalf of any Borrower Party makes to Lender shall have been false in any material respect as of the date the representation or warranty was made; provided that if (A) such misrepresentation was not intentional, and (B) the condition causing the representation or warranty to be false is susceptible of being cured, the same shall be an Event of Default hereunder only if the same is not cured within thirty (30) days after written notice of such misrepresentation from Lender to Borrower; and provided further that if the condition causing the representation or warranty to be false is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and Borrower shall have commenced to cure such condition within such thirty (30) day period and thereafter diligently proceeds to cure the same, then such thirty (30) day period shall be extended for an additional period of time as is reasonably necessary for Borrower in the exercise of due diligence to cure such condition, such additional period not to exceed one hundred and twenty (120) days; (vi) Borrower or any other Borrower Party shall make an assignment or any general arrangement for the benefit of creditors; (vii) a receiver, liquidator or trustee shall be appointed for Borrower or any other Borrower Party, or if Borrower or any other Borrower Party shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower or any other Borrower Party, or if any proceeding for the dissolution or liquidation of Borrower or any other Borrower Party shall be instituted; provided, that if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower or any other Borrower Party, upon the same not being discharged, stayed or dismissed within sixty (iv60) either days; (viii) Borrower or any other Borrower Party defaults in attempts to assign its rights under this Agreement or any payment obligation to of the other Party; Loan Documents or any interest herein or therein in contravention of the Loan Documents; (vix) either Borrower or any other Borrower Party defaults in any material payment obligation to breaches any of its creditorsrespective negative covenants contained in Section 5.2 or any covenant contained in Section 4.1.29 or Section 5.1.11; (vi) either Party files provided that a petition or otherwise commences, authorizes, or acquiesces in the commencement breach of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from covenant shall not constitute an Event of Default committed by if (A) such breach is inadvertent and non-recurring, (B) Borrower shall cure such breach within fifteen (15) Business Days after written notice of such breach from Lender to Borrower, or (C) with respect to a breach of any covenant contained in Section 4.1.29, within fifteen (15) Business Days after the other Party; request of Lender, Borrower delivers to Lender an Additional Insolvency Opinion, or a modification of the Insolvency Opinion, to the effect that such breach shall not in any way impair, negate or amend the opinions rendered in the Insolvency Opinion, which opinion or modification shall be in form and substance acceptable to Lender in its reasonable discretion; (x) Seller fails with respect to sell and schedule for deliveryany term, covenant or Buyer fails to purchase and receive natural gas provision set forth herein which specifically contains a notice requirement or grace period, Borrower or any other Borrower Party shall be in accordance with any effective Confirmation; default under such term, covenant or condition after the giving of such notice or the expiration of such grace period; (xi) either Party falls any of the assumptions contained in the Insolvency Opinion delivered to perform Lender in connection with the Loan, or in any Additional Insolvency Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material covenant respect; (xii) a material default has occurred and continues beyond any applicable cure period under any Material Operating Agreement if such default permits any other party thereunder to terminate or obligation set forth cancel such Material Operating Agreement or otherwise could reasonably be expected to have a Material Adverse Effect; (xiii) Borrower ceases to operate and conduct its hotel and casino business at the Property or terminates such business for any reason whatsoever (other than as a result of Excusable Delay or a temporary cessation in connection with any continuous and diligent renovation or restoration of the Property following a Casualty or Condemnation); (xiv) Substantial Completion of the Renovation Project has not occurred by the Renovation Project Substantial Completion Deadline, subject to Excusable Delays; (xv) any Gaming License shall be modified, refused, suspended, revoked or canceled or allowed to lapse or if a notice of a material violation is issued under any Gaming License by the issuing agency or other Governmental Authority having jurisdiction, or any proceeding is commenced by any Governmental Authority for the purpose of modifying in any materially adverse respect, suspending, revoking or canceling any Gaming License in any materially adverse respect, or any Governmental Authority shall have appointed a conservator, supervisor or trustee to the Casino Component and, in each case of the foregoing, such action could reasonably be expected to (A) have a Material Adverse Effect, (B) materially and adversely effect the continued operation of the Casino Component in the usual course of business and in substantially the same manner and to at least the same standard as was maintained prior to such action, or (C) result in any material decrease in the then expected cash flow and revenues to be derived from the Casino Component; (xvi) Borrower or any other Borrower Party shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement or any effective Confirmation of the other Loan Documents not specified in clauses (except i) through (xiii) above, for ten (10) days after notice to Borrower or such other Borrower Party from Lender, in the extent case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided that if such failure constitutes non monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed one hundred and twenty (120) days; (A) a separate Reportable Event shall have occurred with respect to a Pension Plan, (B) the filing by the Borrower, any ERISA Affiliate, or an administrator of Defaultany Plan of a notice of intent to terminate such a Plan in a “distress termination” under the provisions of Section 4041 of ERISA, (C) the receipt of notice by the Borrower, any ERISA Affiliate, or an administrator of a Plan that the PBGC has instituted proceedings to terminate (or appoint a trustee to administer) such a Pension Plan, (D) any other event or condition exists which might, in the opinion of the Agent, constitute grounds under the provisions of Section 4042 of ERISA for the termination of (or the appointment of a trustee to administer) any Pension Plan by the PBGC, (E) a Pension Plan shall fail to maintain the minimum funding standard required by Section 412 of the Code or any plan year or a waiver of such standard is sought or granted under the provisions of Section 4129d) of the Code, (F) the Borrower or any ERISA Affiliate has incurred, or is likely to incur, a liability under the provisions of Section 4062, 4063, 4064 or 4201 of ERISA, (G) the Borrower or any ERISA Affiliate fails to pay the full amount of an installment required under Section 412(m) of the Code, (H) the occurrence of any other event or condition with respect to any Plan which would constitute an event of default under any other agreement entered into by the Borrower or any ERISA Affiliate, and in each case in clauses (A) through (I); , such event or condition, together with all other such events or conditions, if any, could subject the Borrower or any ERISA Affiliate to any taxes, penalties or other liabilities which would reasonably be expected to have a Material Adverse Effect; (xiixviii) either Party makes Borrower or any ERISA Affiliate (A) shall have been notified by the sponsor of a representation or warranty Multiemployer Plan that is false or misleading in it has incurred any material respect at withdrawal liability to such Multiemployer Plan, and (B) does not have reasonable grounds for contesting such withdrawal liability and is not in fact contesting such withdrawal liability in a timely and appropriate manner which would reasonably be expected to have a Material Adverse Effect; or (xix) there shall be default under any time during of the term other Loan Documents beyond any applicable cure periods contained in such documents, whether as to Borrower, any other Borrower Party or the Property, or if any other event shall occur or condition shall exist, if the effect of this Agreement. such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt. (b) Upon the occurrence of an Event of Default, the Party not committing the Default (other than an Event of Default described in clauses (“Non-Defaulting Party”vi), (vii) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmationsor (viii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to the Property, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower and the Property, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi), (vii) or (viii) above, the Debt and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Periodobligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantifywithout notice or demand, and agree that this provision for calculating damages (i) is reasonable Borrower hereby expressly waives any such notice or demand, anything contained herein or in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyLoan Document to the contrary notwithstanding.

Event of Default. “In the event (each, an "Event of Default” means ") of: (a) (i) Buyer fails a change in control of the Borrower (where "control" means possession, directly or indirectly, of power to provide adequate assurance direct or cause the direction of performance management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise)) (provided that a change of control shall not include any transfer of securities of the Borrower to Seller pursuant to Article 3; any majority-owned affiliate of the ultimate parent entity of the Lender), (ii) Buyer fails the failure of the Borrower to pay undisputed amounts any past due portion of the Loan Amount or any past due portion of any Interest Payment to the Lender after the receipt by the invoice due date; Borrower of notice from the Lender of such late payment, (iii) either Party makes the failure of the Borrower to pay any other indebtedness of the Borrower to the Lender when due after the receipt by the Borrower of notice from the Lender of such late payment, (iv) any bond, debenture, note or other evidence of indebtedness issued or guaranteed by the Borrower in the aggregate amount of $5 million or more shall have been declared to be due and payable immediately and such acceleration shall not have been rescinded or annulled; (v) the commencement of any proceeding under any bankruptcy or insolvency laws (but only, in the case of an involuntary proceeding, if the proceeding has not been dismissed or stayed within 60 days of its commencement) against the Borrower or by the Borrower with respect to itself, (vi) the appointment of a receiver, trustee or liquidator of any part of the property of the Borrower, (vii) a general assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to creditors of the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition Borrower or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable the Borrower being unable, or admitting in writing its inability, to pay its debts as they fall duemature; and (ixb) either Party terminates this Agreement and/or any effective Confirmation the Borrower shall not cure such default within 18 months of such occurrence (provided that, if no Senior Debt is outstanding, or service to one if all Senior Debt is repaid during the foregoing cure period, such cure period shall be 30 days, or more Accounts) for any reason except for a termination resulting 30 days from the date all such Senior Debt is repaid, as the case may be), THEN the Borrower shall be in default hereunder and an Event of Default committed by the other Party; (x) Seller fails to sell shall have occurred, and schedule for deliverythereupon, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except subject to the extent limitations contained in Section 8 of this Note, the entire balance outstanding hereunder shall be immediately due and payable. Subject to such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect limitations, the Lender shall thereupon have the option at any time during the term and from time to time to exercise any or all of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, its rights and remedies set forth herein or otherwise available at law or in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyequity.

Event of Default. An “Event of Default” means shall occur if (ia) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer Customer fails to pay undisputed amounts when due any Rental Rate payments; (b) if a rental purchase option is available, Customer fails to complete the purchase of the Equipment by the invoice due date; Completion Date, as set forth in Section 3, (iiic) either Party Customer fails to perform or observe any covenant, condition, or agreement to be performed by Customer; (d) Customer ceases doing business as a going concern, makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults , admits in any payment obligation writing an inability to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party pay debts as they become due, files a petition or otherwise commences, authorizesin bankruptcy, or acquiesces if owners, shareholders, or members of Customer’s business organization take actions towards dissolution or liquidation; (e) Customer attempts to sell, transfer, or encumber, sublease or convey the Equipment or any part thereof; (f) WSECO, in good faith, believes that the commencement Equipment is being subjected to improper use; or (g) WSECO, in good faith, deems itself insecure relative to payment of a proceeding or causes under any bankruptcy or similar law for the protection Rental Rate payments and/or the Purchase Price, as applicable. Occurrence of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event any event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled todefault, as its exclusive remedyset forth above, early termination damages arising out of WSECO may exercise the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain following rights and quantify, and agree that this provision for calculating damages remedies: (i) is reasonable in light of declare the anticipated or actual harmRental Rate payments, and overtime charges, and the Purchase Price (as applicable pursuant to Section 3) immediately due and payable; (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, require Customer to assemble the Equipment and make it available to WSECO at a place and time designated by WSECO; (iii) WSECO shall have full power to enter upon the property or jobsite of the Customer and take possession of and remove the Equipment; (iv) WSECO shall have full power and authority to sell, lease, transfer or otherwise deal with the Equipment or proceeds thereof, and in connection therewith WSECO may bid on the Equipment and that a commercially reasonable price for said reclaimed Equipment may be determined by WSECO based upon current national auction values, market trends relating to supply and demand, and related factors for Equipment or goods of similar type and condition; (v) if WSECO chooses to sell or lease the reclaimed Equipment, WSECO may obtain a judgment against Customer for any deficiency remaining on the Rental Rate payments, overtime charges, and the Purchase Price (as applicable pursuant to Section 3) after application of all amounts received from the exercise of its rights under this Rental Agreement; and (vi) all rights and remedies of a secured creditor under the provisions of the Idaho Uniform Commercial Code, as amended from time to time. All of WSECO’s rights and remedies, whether evidenced by this Rental Agreement or other related agreement, shall be cumulative and may be exercised singularly or concurrently. Customer agrees to pay all costs incurred by WSECO in enforcing this Rental Agreement or any of its provisions, including without limitation reasonable attorney’s fees and costs and all costs of reclaiming the Equipment, whether or not legal action is not a penaltycommenced.

Event of Default. “Event ISP shall be deemed to be in default under the terms of Default” means (i) Buyer this MOU should any of the following occur as determined by DHCD in its sole and absolute discretion: a. ISP undergoes a merger or transfer of its assets; b. A receiver is appointed for ISP; c. A voluntary or involuntary petition under Title 11 of the U.S. Code is filed in the United States Bankruptcy Court naming ISP as a party; d. ISP fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer properly or timely complete the Project; e. ▇▇▇ fails to pay undisputed amounts by timely and diligently prosecute the invoice due date; (iii) either Party makes an assignment or work of the Project; f. ISP fails to meet any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) of the Milestones established in this MOU for any reason except for a termination resulting from which it has not obtained an Event extension of Default committed by the other Party; (x) Seller time; g. ISP fails to sell timely and schedule fully pay all of its construction contractors on the Project; h. ISP fails to cooperate with DHCD regarding inspections; i. ISP fails to timely and properly comply with the reporting requirements established in this MOU; j. ISP violates any local, state or Federal regulation, law or statute in connection with the prosecution of the Project; k. ISP breaches or has breached any agreement with Counties of Campbell, Greene and Madison for deliverythe provision of internet service or wired or wireless communications service; l. ISP otherwise commits a breach of this MOU and fails to cure said breach within two (2) business following written notification of said breach from DHCD; m. ISP fails to timely supply DHCD with the CPM schedule; n. ISP fails to properly or timely update the CPM schedule; o. ISP fails to adhere to the CPM schedule; p. ISP fails to properly or timely make any one or more required reportings; q. ISP violates the terms of any permit or approval required for the prosecution of the work on the Project; and r. ISP, or Buyer any one or more of its subcontractors or any person or entity supplying labor, materials, work or equipment to ISP, takes any action or commits any inaction that jeopardizes or causes the Project or any milestones established under this MOU to not be properly or timely completed; and s. ISP fails to purchase and receive natural gas in accordance with notify DHCD of any effective Confirmation; (xi) either Party falls to perform any material covenant event, action, inaction or obligation set forth in this Agreement or any effective Confirmation (except to condition on the extent such failure constitutes a separate Event part of Default); or (xii) either Party makes a representation or warranty ISP that is false or misleading in any material respect at any time during would constitute an event of default under the term terms of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyMOU.

Event of Default. The occurrence of any of the following shall be an “Event of Default” means ”: (a) Tenant fails to pay, when due, any portion of Rent due hereunder, provided that it shall not be an Event of Default if Tenant makes full payment within five (5) business days after receipt of written notice of any delinquency; provided that Landlord shall not be required to provide more than one (1) such notices during the Term. (b) Tenant fails to perform or observe any other term, condition, covenant or obligation required under this Lease for a period of thirty (30) days after written notice thereof from Landlord; provided, however, that if the nature of Tenant’s default is such that more than thirty (30) days are reasonably required to cure, then such default shall be deemed to have been cured if Tenant commences such performance as soon as reasonably possible within such thirty (30) day period and thereafter diligently completes the required action within a reasonable time. (c) Tenant shall abandon the Premises for a period of thirty (30) consecutive days. (d) Tenant shall engage in a Transfer in contravention of the provisions of Article 11 of this Lease. For the avoidance of doubt, any assignment of this Lease under the Bankruptcy Code, including in connection with a sale under section 363 of the Bankruptcy Code, shall not be considered an Event of Default. (i) Buyer fails to provide adequate assurance All or substantially all of performance to Seller pursuant to Article 3Tenant’s assets in the Premises or Tenant’s interest in this Lease are attached or levied under execution (and Tenant does not discharge the same within sixty (60) days thereafter); (ii) Buyer a petition in bankruptcy, insolvency or for reorganization or arrangement is filed by or against Tenant or any guarantor (and Tenant and any guarantor fails to pay undisputed amounts by the invoice due datesecure a stay or discharge thereof within sixty (60) days thereafter); (iii) either Party makes an assignment Tenant or any guarantor is insolvent and unable to pay its debts as they become due; (iv) Tenant or any guarantor makes a general arrangement assignment for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in Tenant or any material payment obligation to guarantor takes the benefit of any of its creditorsinsolvency action or law; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement appointment of a proceeding receiver or causes under trustee in bankruptcy for Tenant or any bankruptcy guarantor or similar law for the protection of creditors its assets if such receivership has not been vacated or has such petition filed or proceeding commenced against itset aside within thirty (30) days thereafter; (vii) either Party otherwise becomes bankrupt any guarantor repudiates or insolvent (however evidenced)breaches its guaranty in any way; or (viii) either Party dissolution or other termination of Tenant’s or any guarantor’s corporate charter if Tenant or any guarantor is unable a corporation; provided, that, the Tenant’s bankruptcy proceedings commenced on August 11, 2024, in the Bankruptcy Court under Case No. 24-11680 and any actions taken in connection therewith shall not constitute a default or “Event of Default” under this Lease. (f) ▇▇▇▇▇▇ fails to pay its debts as they fall due; comply with the provisions of Section 7.4. In addition to the defaults described above, the parties agree that if ▇▇▇▇▇▇ receives written notice of a violation of the performance of any (ixbut not necessarily the same) either Party terminates term or condition of this Agreement and/or any effective Confirmation Lease three (or service to one 3) or more Accountstimes during any twelve (12) for any reason except for a termination resulting from an Event month period, regardless of Default committed by the other Party; (x) Seller fails to sell and schedule for deliverywhether such violations are ultimately cured, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent then such failure constitutes conduct shall, at Landlord’s option, represent a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penalty.

Event of Default. Any one of the following shall be deemed to be an “Event of Default” means ”: A. Failure on the part of Tenant to make any payment of Rent or any other payment required hereunder, as and when due, and such failure shall continue for a period of five (5) business days after notice thereof from Landlord to Tenant; provided, however, an Event of Default shall occur hereunder without any obligation of Landlord to give any notice if (i) Buyer Tenant fails to provide adequate assurance make any payment within five (5) days after the due date therefor, and (ii) Landlord has given Tenant written notice under this Section 19.1(A) on more than two (2) occasions during the twelve (12) month interval preceding such failure by Tenant. B. Tenant shall fail to perform or observe any other requirement, term, covenant or condition of performance this Lease on the part of Tenant to Seller pursuant be performed or observed and such failure shall continue for thirty (30) days after written notice thereof from Landlord to Article 3Tenant, or if said default shall reasonably require longer than thirty (30) days to cure, if Tenant shall fail to commence to cure said default within thirty (30) days after written notice thereof and/or fail to diligently prosecute the curing of the same to completion with due diligence, provided in all events the same is completed within ninety (90) days; or C. The commencement of any of the following proceedings, with such proceeding not being dismissed within ninety (90) days after it has begun: (i) the estate hereby created being taken on execution or by other process of law; (ii) Buyer fails Tenant being judicially declared bankrupt or insolvent according to pay undisputed amounts by the invoice due datelaw; (iii) either Party makes an assignment or any general arrangement being made of the property of Tenant for the benefit of creditors; (iv) either Party defaults a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer being appointed to take charge of all or any payment obligation to the other Partysubstantial part of Tenant’s property by a court of competent jurisdiction; or (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition being filed for the reorganization of Tenant under any provisions of the Bankruptcy Code or any federal or state law now or hereafter enacted. D. Tenant filing a petition for reorganization or for rearrangement under, or otherwise commencesavailing itself of any provisions of, authorizesthe Bankruptcy Code or any federal or state law now or hereafter enacted providing a plan or other means for a debtor to settle, satisfy or acquiesces in extend the commencement of a proceeding or causes under any bankruptcy or similar law time for the protection payment of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable debts. E. Tenant shall fail to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by maintain the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth insurance coverages required in this Agreement Lease or any effective Confirmation (except to the extent violates Tenant’s covenants under Article XIV of this Lease, and such failure constitutes a separate Event continues for five (5) business days after written notice from Landlord to Tenant thereof. F. Tenant shall assign its interest in this Lease or sublet any portion of Default); or (xii) either Party makes a representation or warranty that is false or misleading the Premises in any material respect at any time during violation of the term requirements of Article VIII of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyLease.

Event of Default. “The occurrence of any one or more of the following events shall constitute a default (an "Event of Default” means ") hereunder by Tenant: (i) Buyer fails to provide adequate assurance The abandonment of performance to Seller pursuant to Article 3; the Premises by Tenant. (ii) Buyer fails The failure by Tenant to pay undisputed make any payment of rent or additional rent or any other payment required to be made by Tenant hereunder within five (5) days after written notice from Landlord that such amounts by the invoice due date; are delinquent. (iii) either Party makes The failure by Tenant to observe or perform any of the express or implied covenants or provisions of this Lease to be observed or performed by Tenant, other than as specified in Article 23.1(a)(i) or (ii) above where such failure continues for a period of fifteen (15) days after written notice from Landlord; provided, however, if the nature of the default is such that more than fifteen (15) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences the cure within fifteen (15) days after written notice from Landlord and diligently and continuously prosecutes such cure to completion, and completes such cure within an assignment or additional sixty (60) days thereafter; provided, further, that in the case of a monetary default, Tenant shall only have fifteen (15) days after written notice from Landlord in which to cure such default. (1) The making by Tenant of any general arrangement assignment for the benefit of creditors; (iv2) either Party defaults the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in any payment obligation the case of a petition filed against Tenant, the same is dismissed within sixty (60) days); (3) the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or (4) the attachment, execution or other Party; 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) either Party defaults 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 which misrepresentation or omission has had a material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable adverse effect upon Tenant's ability to pay or perform its debts as they fall due; (ix) either Party terminates obligations under this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyLease.

Event of Default. The occurrence of any of the following events shall constitute events of default by Tenant under the terms of this Lease, individually, an “Event of Default,” and, collectively, “Events of Default.” (a) Tenant shall neglect or fail to perform or observe any of the covenants, terms, provisions or conditions contained in this Lease on its part to be performed or observed, except for payment of Rent or any other monetary charges due hereunder or any of the events described in clauses (c)-(i), below, within ten (10) days after written notice thereof from Landlord, or such additional time as is reasonably required to correct any such default so long as Tenant commences the correction within such ten (10) day period and proceeds thereafter with due diligence and in good faith to cure same; in no event shall additional time to cure apply in cases where the Event of Default in question may be cured on a timely basis by the payment of money in the amount due; or (b) Tenant shall neglect or fail to pay Rent, as provided for in Article IV, or any other monetary obligation at any time owing from Tenant to Landlord, whether or not expressed as additional Rent, within ten (10) days after written notice thereof from Landlord; provided, however, that Landlord need not give more than two (2) such notices in any twelve (12)-month period for the payment of Rent and after the giving of such second notice, any further failures to pay Rent within five (5) days after due during the remainder of such twelve (12)-month period will be an Event of Default without any notice, cure or grace period; or (c) the leasehold estate created by this Lease shall be taken on execution or by other process of law; or (d) Tenant fails to operate the Premises in accordance with the provisions hereof without the consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such failure continues for more than two (2) consecutive hours or for more than two (2) hours in the aggregate in any sixty (60)-day period, in violation of this Lease, except when due to or caused by failure or lack of utility service, construction or other disruption by repair or maintenance, a Force Majeure Event or any act or omission of Landlord or Landlord’s employees, representatives or agents; or (e) there is filed any petition in bankruptcy by Tenant, or Tenant is adjudicated as a bankrupt or insolvent, or there is appointed a receiver or trustee to take possession of Tenant or of all or substantially all of the assets of Tenant, or there is a general assignment by Tenant for the benefit of creditors, or any action is taken by Tenant under any state of federal insolvency or bankruptcy act, or any similar law now or hereafter in effect; or (f) there is filed any petition in bankruptcy or for the appointment of a receiver or an action for execution or attachment is filed against Tenant and such petition, action or levy against Tenant is not dismissed within ninety (90) days after the filing thereof in effect for a period of thirty (30) calendar days; or (g) Tenant shall fail to maintain all necessary Approvals within grace periods provided by applicable law; or (h) Tenant commits any act or fails to take any action that is identified as an “Event of Default” means (i) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth elsewhere in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyLease.

Event of Default. “An Event of Default shall mean and include: a) any default in the payment of any amounts due and payable under this Terms or the Financing Documents as may be entered into between the parties; b) any breach of any terms and conditions by an Obligor of this Terms or any of the Financing Documents; c) any information given by an Obligor to the Lender while availing the Facility or in this Terms or any of the Financing Documents or in relation to this Terms is found to be misleading or incorrect; d) if the Borrower fails to inform the Lender of the occurrence of any Event of Default or Potential Event of Default” means (; e) any default by an Obligor under any credit facility agreement or arrangement entered into by an Obligor with a lender, bank, financial institution, non-banking financial company, and, or other creditors; f) in case of any defect, deficiency and or inadequacy in the guarantee(s) furnished by a Guarantor; g) if an Obligor is threatened, charged and or convicted by any court of law or by relevant authority under Applicable Laws and or its officers are accused of any offence under any criminal laws or involving moral turpitude; h) in case an Obligor ceases and or threatens to cease its business; i) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commencesevent, authorizes, or acquiesces which in the commencement of a proceeding or causes under any bankruptcy or similar law for Lender's opinion, prejudicially affects the protection of creditors or has such petition filed or proceeding commenced against it; (viiLender's interest; j) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party if there is reasonable apprehension that an Obligor is unable to pay its debts or proceeding for taking him and, or, her into insolvency has been commenced; k) any change in Control of the Borrower without the prior written consent of the Lender; l) in case the Borrower is a company, and a winding-up petition has been filed against the Borrower and the same is not vacated, stayed or abated within 15 (fifteen) days from the date of first hearing or admittance, whichever is early or if 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 same is not vacated, stayed or abated within 15 (fifteen) days from the date of initiation of such action; m) 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 it or any of its partners or if the Borrower or any of its partners commits an act of insolvency or makes an application for being declared insolvent or an order is passed declaring it or them or any of them an insolvent; n) in case the Borrower is an individual, if the Borrower becomes insolvent or any insolvency proceedings are instituted against the Borrower, whichever is earlier; o) the Borrower fails to submit annal reports and, or, audited financials within 180 days of completion of a Financial Year; p) the Borrower fails to maintain Financial Covenants; q) a Security Provider fails to create or perfect the Security within the timelines set out herein and to the satisfaction of Lender; r) the Borrower fails to submit credit rating within a period of 30 days from the date of release of such rating; s) an Obligor is deemed for the purposes of Applicable Law to be unable to pay its Indebtedness as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas be insolvent, or admits its inability to pay its Indebtedness as they fall due; t) an Obligor suspends making payments on all or any class of its Indebtedness or announces an intention to do so, or a moratorium is declared in accordance respect of any of its Indebtedness; u) any bankruptcy, winding up or insolvency applications and, or, proceedings are filed and, or, instituted against an Obligor, or any step (including application, petition, proposal or convening a meeting) is taken with a view to a composition, assignment or arrangement with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent creditors of such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penalty.Obligor;

Event of Default. “The occurrence of any of the following events or conditions with respect to a party shall constitute an Event of Default under this Agreement: (a) Republic fails to receive from Developer when due and payable any payment or amount due under this Agreement within ten (10) days after giving written notice to Developer of the nonpayment. (b) Developer’s failure to complete any of the Project Milestones by the assigned date, subject to any period of delay caused by a Force Majeure, subject to the provisions in Section 3.1 regarding the suspension of Republic’s termination right. If Republic waives an Event of Default involving any particular Project Milestone, such waiver shall not affect or act to extend the date for performance of any other Project Milestone. (c) Failure of either party to satisfy and perform any of the other obligations (such obligations not covered by items (a), (b), (d), (e) or (f) hereof) imposed on it by the terms, covenants or promises of this Agreement, and such failure is not cured to the other party’s reasonable satisfaction within sixty (60) days after receipt of a Notice of Default specifying the nature of the failure; provided, however, no party shall have the right to cure any nonperformance under this Agreement if any substantially similar nonperformance by such party has occurred two (2) times or more within the six (6)-month period preceding the occurrence of the then-current nonperformance. If a Nonmonetary Default occurs, then, so long as the defaulting party has begun all reasonable efforts to cure such failure and within sixty (60) days after the Notice of Default is diligently pursuing the curing of the failure, the defaulting party shall have an additional period of ninety (90) days from receipt of such Notice of Default (or one hundred and fifty (150) days total) within which to cure the Nonmonetary Default” means . Lack of finances or lack of financial resources of the party claiming that a failure is a Nonmonetary Default shall never excuse the payment of money nor cause a failure to constitute a Nonmonetary Default, nor shall it be considered an event of Force Majeure. (d) Notwithstanding the provisions of paragraph (c) above, if any breach or default by Developer under this Agreement subjects Republic to any risk of loss, liabilities, legal actions, penalties, fines, etc., with respect to any permits, licenses or authorization relating to Republic’s primary activities as provided in Section 2.6 of this Agreement, Developer’s right to cure shall be for a period equal to the lesser of ten (10) business days or such lesser period as may be mandated by any applicable regulatory authority with respect to Republic’s obligation to cure or rectify any violations relating to is permits, licenses, or other authorizations. Any Notice of Default given pursuant to this Section shall include a specific reference to this Section. (i) Buyer fails Either party becomes insolvent or unable to provide adequate assurance of performance to Seller pursuant to Article 3pay its debts when due; (ii) Buyer generally fails to pay undisputed amounts by its debts when due; files a petition in any bankruptcy, reorganization, winding up, or liquidation proceeding or other proceeding analogous in purpose or effect relating to such party; applies for or consents to the invoice due dateappointment of a receiver, trustee, or other custodian for the bankruptcy, reorganization, winding up or liquidation of such party; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults or admits in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party writing that it is unable to pay its debts as they fall duedebts; (ixii) either Party terminates this Agreement and/or any effective Confirmation court order or judgment is entered confirming the bankruptcy or insolvency of Developer or Republic, or approving any reorganization, winding up or liquidation of Developer or Republic or a substantial portion of its assets; (iii) there is instituted against Developer or service to one Republic any bankruptcy, reorganization, winding up or more Accountsliquidation proceeding, or other proceeding analogous in purpose or effect, and the same is not dismissed within (90) days after the institution thereof; or (iv) a receiver, trustee or other custodian is appointed for any reason except for a termination resulting from an Event part of Default committed by the other Party; assets of Developer or Republic. (xf) Seller fails to sell A default or breach has occurred and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; not been cured (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event applicable) under the Site Lease and/or the Guaranty of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyeven date herewith.

Event of Default. “Event of Default” means (i) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an A. An Event of Default committed shall mean a breach of this Lease by the other Party; (x) Seller fails Tenant. Without limiting the generality of the foregoing and in addition to sell and schedule for deliverythose instances referred to herein as a breach, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, shall include the Party following: • the Tenant has not committing delivered or otherwise performed the Work on a timely basis; • the Tenant has refused or failed, except in case for which an extension of time is provided, to supply enough properly skilled personnel; • the Tenant has failed to make prompt payment to Subcontractors, materialmen or suppliers for any Work; • the Tenant has become insolvent (other than as interdicted by the bankruptcy laws), or has assigned the proceeds received for the benefit of the Tenant's creditors, or the Tenant has taken advantage of any insolvency statute or debtor/creditor law or if the Tenant's affairs have been put in the hands of a receiver; • the Tenant has failed to obtain the approval of the Landlord where required by this Lease; • the Tenant has failed to provide "adequate assurances" as required under Section "B" below; • the Tenant has failed in the representation of any warranties stated herein. B. When, in the opinion of the Landlord, reasonable grounds for uncertainty exist with respect to the Tenant’s ability to perform the Work or any portion thereof, the Landlord may request that the Tenant, within the timeframe set forth in the Landlord's request, to provide adequate assurances to the Landlord, in writing, of the Tenant’s ability to perform in accordance with terms of this Lease. Until the Landlord receives such assurances the Landlord may temporarily suspend this Lease, thereby preventing the Tenant from having any access to the Premises. In the event that the Tenant fails to provide to the Landlord the requested assurances, within the prescribed time frame, the Landlord may: • treat such failure as a repudiation of this Lease; • resort to any remedy for breach provided for herein, or at law or in equity, including but not limited to, immediately terminating this Lease over the performance of the Work or any part thereof either by itself or through others. C. In the event the Landlord shall terminate this Lease for an Event of Default (“Non-Defaulting Party”) shall have Default, including, but not limited to, the right Tenant’s failure to suspend service and/or terminate this Agreementprovide adequate assurances to the Landlord, including the Landlord or its designated representatives, may immediately take possession of all effective Confirmationsapplicable equipment, materials and improvements to the Premises, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Periodproducts, if either Party commits an Event of Default (the “Defaulting Party”)documentation, then the Defaulting Party shall pay reports and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltydata.

Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default” means ”): (a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made; (b) if any Rental or other Monetary Obligation due under this Lease is not paid when due and such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice once in any twelve (12) month period; (c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties; (d) if Lessee vacates, abandons or ceases to conduct business operations at the Property (excluding periods solely related to the installation of equipment or facilitating the changeover of the facilities at the Property to permit the manufacturing or development of products all in the ordinary course of business, where personnel are on site at the Property and are actively working on and pursuing the same to completion); provided that Lessee shall not be deemed to vacate, abandon or cease to conduct business operations at the Property if Lessee: (i) Buyer fails temporarily “goes dark,” vacates, abandons or ceases to provide adequate assurance of performance to Seller pursuant to Article 3conduct business operations at the Property for no more than one (1) month; (ii) Buyer fails to pay undisputed amounts by the invoice due dateceases operation solely as a result of Casualty or Condemnation and is in compliance with Article X of this Lease; (iii) either Party makes an assignment or any general arrangement for the benefit ceases operation solely as a result of creditorsa Force Majeure Event; (iv) either Party defaults is conducting scheduled regular and/or emergency maintenance and repairs to facilities located at the Property, all in any payment obligation the ordinary course of business, where personnel are on site at the Property and are actively working on and pursuing the same to the other Partycompletion; or (v) either Party defaults is constructing permitted alterations, including, without limitation, alterations as set forth in any material payment obligation this Lease where personnel are on site at the Property and are actively working on and pursuing the same to completion; (e) if there is an Insolvency Event affecting Lessee or Guarantor; (f) if Lessee fails to observe or perform any of its creditorsthe other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to cure within thirty (vi30) either Party files a petition or otherwise commencesdays following written notice thereof from Lessor, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has then such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from failure shall not constitute an Event of Default committed by the other Party; (x) Seller fails to sell hereunder, unless otherwise expressly provided herein, unless and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) until Lessor shall have the right to suspend service and/or terminate this Agreementgiven Lessee notice thereof and a period of thirty (30) days shall have elapsed, including all effective Confirmationsduring which period Lessee may correct or cure such failure, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits upon failure of which an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled todeemed to have occurred hereunder without further notice or demand of any kind being required; (g) if Lessee fails to maintain, as its exclusive remedy, early termination damages arising out or renew prior to the expiration of the Event Lease Term, any necessary permit or license that is either: (i) applicable to its then current operation of Default as reasonably calculated a Permitted Facility or (ii) required to operate in the Properties for the Permitted Use and such failure, in either instance, continues for fifteen (15) days following written notice thereof from Lessor; (h) if a final, non-appealable judgment is rendered by Seller a court against Lessee or Guarantor which: (“Early Termination Damages”). The Parties expressly acknowledge i) either (A) fundamentally impairs Guarantor’s or Lessee’s ability to perform Guarantors or Lessee’s obligations under this Lease or the other Transaction Documents; or (ii) is an event of default under any documents that should evidence, govern or secure senior financing or credit extended to Guarantor or Lessee and (ii) is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof; (i) if Lessee or Guarantor shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; (j) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or (k) if there is an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light or other breach or default by Lessee or Guarantor under any of the anticipated Transaction Documents, after the passage of all applicable notice and cure or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltygrace periods.

Event of Default. “The occurrence of one or more of the following events shall be an "Event of Default” means " hereunder: (i) Buyer fails if on any Payment Date the funds in the Debt Service Payment Sub-Account are insufficient to provide adequate assurance pay the Required Debt Service Payment due on such Payment Date; provided, however, that if a Cash Management Event has not occurred, such failure shall not constitute an Event of performance to Seller pursuant to Article 3; Default if Borrower shall cure such failure within five (5) days after such Payment Date; (ii) Buyer if on any Payment Date Borrower fails to pay undisputed amounts by the invoice Required Debt Service Payment due dateon such Payment Date; provided, however, that if a Cash Management Event has not occurred, such failure shall not constitute an Event of Default if Borrower shall cure such failure within five (5) days after such Payment Date; (iii) either Party if Borrower fails to pay the outstanding Indebtedness on the Maturity Date; (iv) if on any Payment Date on which Borrower is required under this Agreement to pay a Basic Carrying Costs Monthly Installment, Borrower and/or Operator fails to pay the Basic Carrying Costs Monthly Installment or the Capital Reserve Monthly Installment due on such Payment Date; provided, however, that if a Cash Management Event has not occurred, such failure shall not constitute an Event of Default if Borrower and/or Operator shall cure such failure within five (5) days after such Payment Date; (v) if on the date any payment of a Basic Carrying Cost would become delinquent, unless such Basic Carrying Cost was already paid, the funds in the Basic Carrying Costs Sub-Account are insufficient to make such payment; (vi) the occurrence of the events identified elsewhere in the Loan Documents as constituting an "Event of Default" hereunder or thereunder; 106 (vii) a Transfer, unless the prior written consent of Lender is obtained (which consent may be withheld with or without cause in Lender's discretion); (viii) if Borrower or Operator fails to pay any other amount payable pursuant to this Agreement or any other Loan Document when due and payable in accordance with the provisions hereof or thereof, as the case may be, and such failure is not remedied within any applicable grace periods; (ix) if any representation or warranty made herein or in any other Loan Document, or in any report, certificate, financial statement or other Instrument, agreement or document furnished by Borrower or Operator in connection with this Agreement, the Note or any other Loan Document executed and delivered by Borrower or Operator, shall be false in any material respect as of the date such representation or warranty was made or remade; (x) if Borrower or Operator makes an assignment or any general arrangement for the benefit of creditors; (xi) if a receiver, liquidator or trustee shall be appointed for Borrower or Operator or if Borrower or Operator shall be adjudicated as bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by Borrower or Operator or if any proceeding for the dissolution or liquidation of Borrower or Operator shall be instituted; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a provided, however, that if such appointment, adjudication, petition or otherwise commencesproceeding was involuntary and not consented to by Borrower or Operator as the case may be, authorizesupon the same not being discharged, stayed or acquiesces in the commencement of a proceeding dismissed within 90 days; or causes under any bankruptcy if Borrower or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay Operator shall generally not be paying its debts as they fall become due; (xii) if either Borrower or Operator attempts to delegate its obligations or assign its rights under this Agreement, any of the other Loan Documents or any interest herein or therein, except as permitted by this Agreement; (xiii) except as permitted under this Agreement, if any provision of any organizational document of Borrower is amended or modified in any respect, or if Borrower, Operator or Borrower's Trustee or any of their respective partners, members, beneficial owners, trustees or shareholders as applicable, fails to perform or enforce the provisions of such organizational documents or attempts to dissolve Borrower or Operator; or if Borrower or Operator or any of their respective partners, members, beneficial owners, trustees or shareholders, as applicable, breaches any of the covenants 107 set forth in Sections 5.1(a)(U), 5.1(b)(U), 6.1(a)(E) or 6.1(b)(E); (ixxiv) either Party terminates if Borrower or Operator fails to (A) notify Lender of the occurrence of a Default under any of the Loan Documents within ten (10) Business Days of the day on which Borrower or Operator first has knowledge of such Default or (B) give any notice due to any Person under any Loan Document (a) within five (5) Business Days after such notice was due or (b) in accordance with the applicable procedural requirements set forth in the Loan Documents; (xv) if Borrower or Operator shall be in default under any of the other obligations, agreements, undertakings, terms, covenants, provisions or conditions of this Agreement and/or Agreement, the Note, the Mortgages or the other Loan Documents, not otherwise referred to in this Section 7.1, for ten (10) Business Days after written notice to Borrower or Operator, as applicable, from Lender or its successors or assigns, in the case of any effective Confirmation default which can be cured by the payment of a sum of money or for thirty (30) Business Days after written notice to Borrower or Operator, as applicable, from Lender or its successors or assigns, in the case of any other default (unless otherwise provided herein or in such other Loan Document); provided, however, that if such non-monetary default under this subparagraph is susceptible of cure but cannot reasonably be cured within such thirty (30) Business Day period and provided further that Borrower shall have commenced to cure such default within such thirty (30) Business Day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) Business Day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such default, but in no event shall such period exceed one hundred twenty (120) days after the original notice from Lender; provided, further, if Borrower or Operator provides to Lender a certificate certifying and demonstrating that Borrower or Operator is diligently attempting to cure such default as determined by Lender in its reasonable discretion and such non-monetary default still is capable of being cured as determined by Lender in its reasonable discretion and if Borrower or Operator, as applicable, is diligently attempting to cure such default, as determined by Lender in its reasonable discretion, such period shall be extended by Lender in its reasonable discretion for an additional period of time not to exceed sixty (60) days; (xvi) if an event or condition specified in Sections 5.1(a)(T) or 5.1(b)(T) shall occur or exist with respect to any Plan or Multiemployer Plan and, as a result of such event or condition, together with all other such events or conditions, Borrower or any ERISA Affiliate shall incur or in the opinion of Lender shall be reasonably likely to incur a liability to a Plan, a Multiemployer Plan or PBGC (or service any combination of the foregoing) which would constitute, in the reasonable determination of Lender, a Material Adverse Effect; (xvii) if without Lender's prior written consent (A) any management agreement (other than the Management Agreement) is entered into for the Facility or (B) after the execution of a Management Agreement pursuant to one Section 5.1(b)(P) there is any change in or more Accountstermination of such Management Agreement for the Facility; (xviii) for if any reason except for a termination resulting from an Event of Default committed occurs (as to any party) under the Operating Lease (subject to any applicable notice and cure periods required under the Operating Lease); (xix) if Borrower shall fail to correct, within the time deadlines set by any health, licensing or similar agency, any deficiency that justifies either of the other Partyfollowing actions by such agency with respect to the Facility and such agency commences a termination of any License; (xx) if the Facility is assessed material fines or penalties (as distinguished from establishment of standard settlement accounts) by any state or health, licensing or similar agency having jurisdiction over Borrower, Operator or the Facility; (xxxi) Seller fails if (A) Borrower shall fail to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance pay any amount due with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except respect to the extent FBTC Debt when due and such failure constitutes a separate Event of Default); shall continue beyond any applicable grace period or (xiiB) either Party makes a representation default or warranty that is false event of default shall occur with respect to the FBTC Debt which shall continue beyond any applicable grace period or misleading in (C) if any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) loan documents evidencing the FBTC Loan is reasonable in light of amended without the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penalty.Lender's prior written consent; and

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 be deemed an “Event of Default” means for the purpose of this Deed of Trust: A) The determination by the County, at any time during the life of this Loan, 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 deemed to have 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 the Property; D) Borrower 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 loan affecting the Property, beyond any applicable periods of notice and cure; or E) If the Borrower, or any party on behalf of or against Borrower: i) Buyer fails to provide adequate assurance Files any petition for relief under Title 11 of performance to Seller pursuant to Article 3; the United States Code, as amended (the “Bankruptcy Code”); ii) Buyer fails to pay undisputed amounts by the invoice due date; (Files any petition or pleading initiating any state or federal insolvency proceeding; iii) either Party makes Makes or files any petition to initiate an assignment or any general arrangement composition for the benefit of creditors; (or iv) either Party defaults in Files any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commencespleading initiating any action seeking a judicial modification or alteration of the rights of Beneficiary. F) If Borrower shall: i) Become insolvent, authorizes, or acquiesces as that term is defined in the commencement of a proceeding Bankruptcy Code or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against itother applicable law; (viior ii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is Become unable to pay its debts generally as they fall become due; . G) If any court of competent jurisdiction enters an order appointing a trustee, or receiver of or for the Property, or a substantial portion of the Property, or for Borrower. H) If any proceeding instituted under (ixE) either Party terminates this Agreement and/or any effective Confirmation or (G) above is not dismissed or service to one or more Accountsstayed within sixty (60) for any reason except for a termination resulting from an Event days of Default committed by filing: I) If the other Party; (x) Seller Borrower fails to sell and schedule for delivery, pay or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant obligation contained in any other mortgage, deed of trust, security agreement or obligation set forth in this Agreement or any effective Confirmation (except other instrument that creates a lien upon the title to the extent Property, which is not cured within any permissible grace period, if any, specified in any such failure constitutes a separate Event of Default); or (xiiinstrument. J) either Party makes a If any representation or warranty that of the Borrower contained in this Deed of Trust, the Note, or any other Loan Document or certificate executed in connection with the Loan or application for the Loan shall be untrue or becomes untrue while the Loan is false or misleading outstanding in any material respect at and shall not be rectified within thirty (30) days. K) If the Property or any time during part thereof is sold, or conveyed without prior written notice delivered to the term of this Agreement. Upon Beneficiary; or L) The failure to timely pay all taxes imposed upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay Borrower and the NonProperty prior to the date when any interest or penalty would accrue for non-Defaulting Party shall be entitled topayment, as its exclusive remedy, early termination damages arising out of except for those taxes the Event of Default as reasonably calculated Borrower is contesting in good faith by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyappropriate legal proceedings.

Event of Default. As used herein, “Event of Default” means shall mean the occurrence and/or existence of any one or more of the following: (a)(i) Tenant shall neglect or fail to pay Base Rent, or any installment thereof, or any regularly scheduled installment of Additional Rent on or before the date on which the same becomes due and payable, and such failure continues for five days after Landlord gives Tenant written notice thereof, or (ii) Landlord having given the notice specified in the foregoing clause (a)(i) to Tenant once in any 12 month period, Tenant shall fail, on another occasion within 12 months after the first such notice, to pay any installment of Base Rent or Additional Rent within five days after due (provided, that such failure is not solely due to an error by Landlord or Landlord’s bank in collecting such installment by electronic funds transfer when Tenant has adequate available funds in its account to pay such installment); or (b) Tenant shall neglect or fail to perform or observe any of the other covenants or undertakings herein on its part to be performed or observed and such neglect or failure shall continue for ten days after notice to Tenant; provided that if the default is other than a default under clause (a) above, or clauses (c) through (i) Buyer fails below, and is such that it cannot be cured within ten days, but is capable of being cured, such ten day period shall be extended by up to provide adequate assurance 20 additional days provided that Tenant commences to cure such default within said ten day period, continues to do so diligently, and thereafter completes such cure within not more than 30 days following the notice of performance to Seller pursuant to Article 3default; or (iic) Buyer fails to pay undisputed amounts there is filed by the invoice due dateTenant any case, petition, proceeding or other action under any Bankruptcy Law; or (iiid) either Party makes any other proceedings shall be instituted against Tenant under any Bankruptcy Law and not be dismissed within 60 days; or (e) Tenant shall execute an assignment or any general arrangement of its property for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; or (vif) either Party files a petition receiver, custodian or otherwise commences, authorizes, other similar officer for Tenant shall be appointed and not be discharged within 60 days; or acquiesces (g) the estate hereby created shall be taken by execution or by other process of law and is not redeemed by Tenant within 30 days thereafter; or (h) an assignment or sublease in violation of the commencement terms of a proceeding this Lease; or causes under (i) any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from other event constituting an Event of Default committed by under the express terms of other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term Sections of this AgreementLease, including, without limitation, Section 2.5. Upon the occurrence of an Event of DefaultIf, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreementas provided above, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”)Landlord is responsible for collecting rent via electronic funds transfer, then the Defaulting Party shall pay and the Non-Defaulting Party shall Tenant, other than having inadequate funds, will not be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated subject to default for any errors or omissions by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated Landlord or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyLandlord’s bank.

Event of Default. The occurrence of any of the following shall be an “Event of Default” means ”: (a) Failure on the part of Tenant to pay any part of the Base Rent or Additional Rent, or any other sums of money that Tenant is required to pay under this Lease where such failure continues for a period of five (5) business days after written notice of default from Landlord to Tenant; provided, however, that Landlord shall not be required to provide such notice more than three (3) times during any twenty-four (24) month period during the Term with respect to non-payment of Base Rent or Additional Rent payable to Landlord, the third such non-payment constituting default without requirement of notice. 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 (i) Buyer fails on the part of Tenant to provide adequate assurance comply with the obligations under Section 4.7 which failure, unless otherwise provided in Section 4.7, continues for a period of performance to Seller pursuant to Article 3; ten (10) days after written notice from Landlord or (ii) Buyer fails on the part of either or both of the SGI Parties to timely pay any amounts due and owing or otherwise perform under the indemnity provisions of the Purchase Agreements or the Ground Lease Assignments which failure continues for a period of ten (10) days after written notice from Landlord. (c) Failure of Tenant to perform any other covenant, condition or requirement of this Lease when such failure shall continue for a period of thirty (30) days; provided that if the nature of the default is such that more than thirty (30) days are reasonably required for its cure, then an Event of Default shall not be deemed to have occurred if Tenant shall commence such cure within said thirty (30) day period and thereafter diligently and continuously prosecute such cure to completion and shall complete such cure within one hundred twenty (120) days after such failure shall first occur. 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. (d) The abandonment of the entire Premises by Tenant. (e) Tenant shall admit in writing its inability to pay undisputed amounts by the invoice due date; (iii) 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 Party makes now or hereafter in effect, make an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; , consent to or acquiesce in the appointment of a receiver of itself or of the whole or any substantial part of the Premises. (vif) either Party files 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 thirty (30) days after the date of entry of such order, judgment, or decree, or a stay thereof shall be thereafter set aside. (g) 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 otherwise commencesliquidation law or statute of the federal or state government or any subdivision of either now or hereafter in effect, authorizesand such order, judgment or decree shall not be vacated, set aside or stayed within thirty (30) days from the date of entry of such order, judgment or decree, or acquiesces in a stay thereof shall be thereafter set aside. (h) The occurrence of (i) the commencement acceleration of a proceeding or causes the obligations of Tenant under any bankruptcy Indebtedness or similar law other obligations under which it is liable for more than $20,000,000 or (ii) the maturity of $20,000,000 or more of Indebtedness of Tenant by its terms which has not been paid or (iii) the entry of any judgment against Tenant for $20,000,000 or more which has not been vacated or appealed and stayed; provided that for the protection purposes of creditors or has such petition filed or proceeding commenced against it; clauses (viii) either Party otherwise becomes bankrupt or insolvent and (however evidencedii); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term indebtedness shall not include indebtedness for the deferred purchase price of this Agreement. Upon the property or services. (i) The occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if under either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyOther Leases.

Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”): (a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made; (b) if any Rental or other Monetary Obligation due under this Lease is not paid within three (3) Business Days after written notice of failure to pay the same; provided, however, that Lessor shall only be obligated to provide such written notice and the three (3) Business Day cure period shall only be available twice in any twelve (12) month period; provided, further, that any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof; (c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against the Property; (d) subject to Lessee’s rights pursuant to Section 8.01(b), if Lessee vacates or abandons any Property for thirty (30) consecutive days; (e) if there is an Insolvency Event affecting Lessee or the Guarantor; (f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease after Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30)‑day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required; (g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof; (h) if Lessee or Guarantor shall be liquidated or dissolved or if Lessee or Guarantor shall begin proceedings towards its respective liquidation or dissolution; (i) if the estate or interest of Lessee in the Property shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or (j) if there is an “Event of Default” means (i) Buyer fails to provide adequate assurance or other breach or default by Lessee or Guarantor under any of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment other Transaction Documents or any general arrangement for Other Agreement , after the benefit passage of creditorsall applicable notice and cure or grace periods; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commencesprovided, authorizeshowever, or acquiesces in the commencement event that this Lease has been the subject of a proceeding Securitization and any Other Agreement has not been the subject of the same Securitization or causes any series relating to such Securitization, an “Event of Default” under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Other Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from shall not constitute an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in under this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyLease.

Event of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default” means ”: (ia) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails failure to pay undisputed amounts by interest due on the invoice due date; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas Notes in accordance with any effective Confirmation; (xiSection 4.5(a) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to when the extent same becomes due and payable on each Payment Date, and such failure constitutes continues for a separate Event period of Default); five (5) Business Days or more after the related Payment Date; (xiib) either Party makes a representation failure to pay the Class A Note Balance, if any, on or warranty that is false or misleading in any material respect at any time during before the term of this Agreement. Upon Maturity Date; (c) the occurrence of an Event of DefaultBankruptcy with respect to the Issuer, the Party Originator or the Servicer: (d) failure on the part of the Originator, the Depositor or the Issuer to observe or perform any covenants or agreements in the Sale and Servicing Agreement or this Indenture, which failure has a material adverse effect on the Noteholders and which continues unremedied for a period of forty-five (45) days after the Issuer has knowledge of such breach or has received written notice thereof; provided, that, there is no forty-five (45) day cure period if the Originator does not committing accept reassignment of Eligible Receivables as required by the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Sale and Servicing Agreement, including all effective Confirmationsand further provided that only a five (5) day cure period shall apply in the case of a failure by the Originator, the Depositor or the Issuer to comply with their respective covenants not to grant a security interest in addition or otherwise intentionally create a lien on the Collateral; (e) any representation or warranty made by the Originator, the Servicer, or the Issuer in this Indenture or the Sale and Servicing Agreement or any information required to be given by the Servicer or the Issuer to the Indenture Trustee to identify the Pool Receivables was incorrect in any material respect when made and all other remedies available hereunder. 5. REMEDY 5.1 During continues to be incorrect in any Delivery Periodmaterial respect for a period of forty five (45) days after the Issuer has knowledge of such breach or has received written notice thereof and as a result of which the Noteholders’ interests are materially and adversely affected; provided, if either Party commits however, that an Event of Default shall not be deemed to occur under this Indenture if the Servicer has repurchased the Receivable pursuant to the Sale and Servicing Agreement; (f) the Issuer becomes an “Defaulting Party”), then investment company” within the Defaulting Party shall pay and meaning of the Non-Defaulting Party shall be entitled toInvestment Company Act of 1940, as its exclusive remedyamended; (g) the Indenture Trustee fails to have a first priority perfected security interest in the Collateral, early termination damages arising out and unless the Lien of a third party has been perfected against any portion of the Event Collateral, which remains uncured for a period of Default five (5) days or more. (h) the transfers of the Pool Receivables and Related Security from the Originator to the Depositor pursuant to the Purchase Agreement and from the Depositor to the Issuer pursuant to the Sale and Servicing Agreement fail to constitute true sales, as reasonably calculated determined by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event a final non-appealable judgment of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages a court of appropriate jurisdiction; (i) CCG fails to own a 100% equity interest in the Depositor or the Issuer; and (j) any Transaction Document is reasonable declared unenforceable in light any material respect, as determined by a final non-appealable judgment of the anticipated or actual harm, (ii) shall be followed in lieu a court of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyappropriate jurisdiction.

Event of Default. (a) From and after the date hereof, the occurrence of each of the following events shall be an “Event of Default” means hereunder: (i) Buyer fails if Occupant shall fail to provide adequate assurance make any payment of performance to Seller pursuant to Article 3; any Service Fee or any part thereof (including Occupant's Proportionate Share of Taxes, Other Charges and other services as provided in Section 3(a)(i), (ii) Buyer fails to pay undisputed amounts by the invoice due date; and (iii)), when the same shall become due and payable, and such failure shall continue unremedied for a period of 10 Business Days after notice from Provider to Occupant to cure such Default; (ii) either Party makes an assignment if Occupant shall fail to observe or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to perform one or more Accounts) for any reason except of the other terms, conditions, covenants or agreements of this Service Agreement and such failure shall continue for a termination resulting from an period of thirty (30) days after notice thereof by Provider to Occupant specifying such failure (unless such failure cannot be cured by payment of money and requires work to be performed, acts to be done, or conditions to be removed which cannot by their nature reasonably be performed, done or removed, as the case may be, within such thirty (30) day period, in which case no Event of Default committed by shall be deemed to exist under this Section as long as Occupant shall have commenced curing the other Party; same within such thirty (x30) Seller fails day period and Occupant shall prosecute the same to sell and schedule for deliverycompletion with reasonable diligence; (b) If any Event of Default shall occur, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except then to the extent permitted by law, this Service Agreement and the Occupancy Period and all rights of Occupant under this Service Agreement shall expire and terminate on the date on which such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in Default occurs, as if such date were the date herein definitely fixed for the expiration of the Occupancy Period. If any material respect Event of Default shall occur and Provider, at any time thereafter during the term continuance of this Agreement. Upon the occurrence of an such Event of Default, at its option, gives written notice to Occupant stating that this Service Agreement and the Party Occupancy Period shall expire and terminate on the date specified in such notice, which date shall be not committing less than 10 days after the Event giving of Default (“Non-Defaulting Party”) shall have such notice, then this Service Agreement and the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any Occupancy Period and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, rights of Occupant under this Service Agreement shall expire and terminate on the date specified in such notice as if either Party commits an Event of Default (such date were the “Defaulting Party”), then date herein definitely fixed for the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out expiration of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”)Occupancy Period. The Parties expressly acknowledge that should an Event of Default occurUpon such termination pursuant to this Section, damages would be difficult to ascertain Occupant immediately shall quit and quantify, and agree that this provision for calculating damages (i) is reasonable in light of surrender the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltySpace.

Event of Default. Default by the Concessionaire Subject to Article 18, Concessionaire shall be deemed to be in material default or breach of this Agreement (“Event Concessionaire Default”) in the event of Default” means any of the following : failure to meet Conditions Precedent set forth in Clause 4.1.2 within the stipulated time; failure to meet project timelines, including intermediate and final completion timelines, as stipulated under this Agreement; Construction Work at the Project Site is abandoned for more than 90 (ininety) Buyer fails days during the Construction Period; the Performance Security is not maintained in terms of the provisions hereof; Material Breach with regard to Operation and Maintenance of the Silo Complex as per Standards and Specifications ; material quality and quantity loss of Food Grain in custody of the Concessionaire, wherein the a material quantity and quality loss shall imply that Damages payable due to shortfall in quantity and quality under this Agreement are beyond [20%(twenty percent)] of the annual Fixed Storage payable to the Concessionaire in the relevant Financial Year ; material failure to provide adequate assurance Services as per the terms of performance this Agreement; failure by Concessionaire to Seller pursuant maintain the Actual Availability in a Financial Year of atleast [ 98%(ninety eight percent)] level, unless such failure is due to Force Majeure or for reasons attributable to the Authority; any act by Concessionaire restricted under Clause 11.10.4 which has the affect of impacting the property rights of the Authority under this Agreement; any representation made or warranties given by the Concessionaire under this Agreement is found to be false or misleading; the Concessionaire passing a resolution for voluntary winding up; appointment of a provisional liquidator, administrator, trustee or receiver of the whole or substantially whole of the undertaking of the Concessionaire by a court of competent jurisdiction in proceedings for winding up or any other legal proceedings; the Concessionaire abandons or expresses its intention to revoke / terminate this Agreement without being entitled to do so as is expressly provided in the Agreement ; change in ownership other than as permitted under Clause 5.3; the Concessionaire has been, or is in the process of being liquidated, dissolved, wound-up, amalgamated or reconstituted in a manner that would cause, in the reasonable opinion of the Authority, a Material Adverse Effect; a material default in complying with any other provision of this Agreement if such a default causes a Material Adverse Effect on the Authority; Concessionaire is blacklisted by the GST authorities; other such events as specified in the Agreement. Default by the Authority Subject to Article 318, the Authority shall be deemed to be in breach of this Agreement (“Authority Default”) in the event of any of the following: failure to make payments to the Concessionaire as per the terms of this Agreement; (ii) Buyer fails to pay undisputed amounts material default in complying with any of the provisions of this Agreement and such default has a Material Adverse Effect on the Concessionaire; any representation made or warranties given by the invoice due dateAuthority under this Agreement is found to be false or misleading and such default has a Material Adverse Effect on the Concessionaire; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition Authority repudiates this Agreement or otherwise commences, authorizes, takes any action that amounts to or acquiesces manifests an irrevocable intention not to be bound by this Agreement; Other such default event as specified in the commencement Agreement and such default has a Material Adverse Effect on the Concessionaire. Cure Period in case of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by In the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of default under this Agreement. Upon , a Cure Period, of upto a period of 30 (thirty) days extendable, at the discretion of Affected Party, by another 30 (thirty) days from the occurrence of an Event event of Defaultdefault, unless otherwise expressly specified for a breach under this Agreement, shall be provided by the Affected Party to the Party at default to cure the default. In the event of default under this Agreement is not cured before the expiry of the Cure Period provided for the same under this Agreement and the default continues such that the operations cannot be carried out normally and the default has Material Adverse Effect on the Affected Party, in such a case the Affected Party may call for termination of the Agreement. Compensation for default by the Concessionaire Subject to the provisions of Clause 20.6.1, in the event of the Concessionaire being in material default or Material Breach of this Agreement, it shall pay to the Authority by way of Damages, losses, all direct costs and compensation suffered or incurred by the Authority as a consequence of such material default or breach, within 30 (thirty) days of receipt of the demand supported by necessary particulars thereof; provided that no compensation shall be payable under this Clause 20.4.1 for any Material Breach or default in respect of which Damages are expressly specified and payable under this Agreement or for any consequential losses incurred by the Authority. Without prejudice to whatever is stated herein above, the Party not committing the Event of Default (“Non-Defaulting Party”) Authority shall have the right to suspend service adjust the Damages etc., payable as stated herein from the Storage and Handling Charges and/or terminate Performance Security. Compensation for default by the Authority Subject to the provisions of Clause 20.6.1, in the event of the Authority being in material default or breach of this Agreement at any time after the Commencement Date, it shall pay to the Concessionaire by way of Damages, losses and all direct costs suffered or incurred by the Concessionaire as a consequence of such material default or breach within 30 (thirty) days of receipt of the demand supported by necessary particulars thereof; provided that no such compensation shall be payable under this Clause 20.5.1 for any Material Breach or default in respect of which Damages have been expressly specified in this Agreement, including all effective Confirmations, in addition to any . Mitigation of costs and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting damage The Affected Party shall pay make all reasonable efforts to mitigate or limit the costs and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages damage arising out of or as a result of breach of Agreement by the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyParty.

Event of Default. (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default” means ”): (i) Buyer fails if (A) any Monthly Debt Service Payment Amount is not paid on or before the date it is due, (B) the Debt is not paid in full on the Maturity Date, or (C) any other portion of the Debt (including any deposits to provide adequate assurance of performance the Reserve Funds to Seller pursuant the extent Borrower is required to Article 3; make any such deposits in accordance with the terms and provisions hereof) not specified in the foregoing clauses (A) or (B) is not paid on or prior to the date when same is due with such failure continuing for five (5) Business Days after ▇▇▇▇▇▇ delivers written notice thereof to Borrower; (ii) Buyer fails to pay undisputed amounts by if any of the invoice due date; (iii) either Party makes an assignment real property Taxes or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation material Other Charges are not paid prior to the date upon which such payment becomes delinquent, other Party; than those Taxes or material Other Charges being contested by Borrower or MGM/Mandalay Tenant in accordance with Section 5.1.2 hereof (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commencesprovided, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from it shall not be an Event of Default committed by (A) if there are sufficient funds in the other Party; (x) Seller Tax and Insurance Escrow Fund to pay such Taxes prior to the date upon which such payment becomes delinquent and Lender is required to use such amounts for the payment of such Taxes hereunder and Servicer or Lender fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas make such payment in accordance with any effective Confirmation; the Loan Documents, or (xiB) either Party falls if the Property is subject to perform any the MGM/Mandalay Lease, unless MGM/Mandalay Tenant is contesting such Taxes or material covenant Other Charges in accordance with the MGM/Mandalay Lease, Borrower shall pay, or obligation set forth cause to be paid, such real property Taxes or material Other Charges within ninety (90) days of the date upon which payment becomes delinquent so long as the failure to pay the same would not reasonably be expected to have a material adverse effect on the Borrower or the Property); (iii) if the Policies are not kept in full force and effect, or if certified copies of the Policies are not delivered to Lender upon request when required pursuant to the applicable provisions of this Agreement Agreement; (iv) if Borrower or any effective Confirmation other Loan Party consummates a Transfer of any portion of the Property without ▇▇▇▇▇▇’s prior written consent in violation of Section 5.2.9 hereof; (except to the extent such failure constitutes a separate Event of Default); or (xiiv) either Party makes a if any representation or warranty that is made by Borrower or any other Loan Party herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender by or on behalf of Borrower or any other Loan Party shall have been false or misleading in any material adverse respect at as of the date the representation or warranty was made; provided that if such untrue representation or warranty is susceptible of being cured, Borrower and any time during the term of this Agreement. Upon the occurrence of an Event of Default, the other Loan Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or cure such representation or warranty within thirty (30) days of receipt of written notice from ▇▇▇▇▇▇; (vi) if Borrower or any other Loan Party shall make an assignment for the benefit of creditors; (vii) if a receiver, liquidator or trustee shall be appointed for Borrower or any other Loan Party or if Borrower or any other Loan Party shall be adjudicated as bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower or any other Loan Party, or if any proceeding for the dissolution or liquidation of Borrower or any other Loan Party, shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower or any other Loan Party, upon the same not being discharged, stayed or dismissed within ninety (90) days; (viii) if Borrower or any other Loan Party assigns its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents; (ix) if a Guarantor Bankruptcy Event occurs with respect to Guarantor, provided, however, it shall be at Lender’s option to determine whether the foregoing shall be an Event of Default and provided, further, in any case, it shall not be an Event of Default under this Section 8.1(a)(ix) if (x) a Replacement Guarantor or Substitute Guarantor shall have assumed all of the liabilities and obligations of Guarantor under the Loan Documents executed by Guarantor or executed a Substitute Guaranty in accordance with the terms hereunder or (y) (i) MGP OP and ▇▇▇▇▇ OP are Guarantors on a several basis, (ii) one of MGP OP or ▇▇▇▇▇ OP is not subject to such Guarantor Bankruptcy Event and (iii) such Guarantor not subject to such Guarantor Bankruptcy Event agrees to increase its Liability Percentage (as defined in the Guaranty as of the Closing Date) to one hundred percent (100%); (x) if Borrower or any other Loan Party breaches any covenant contained in Section 5.1.25 hereof, provided, however, that any such breach shall not constitute an Event of Default (A) (i) if such breach is inadvertent and non-recurring or (ii) if such breach is curable, if Borrower or any other Loan Party shall promptly cure such breach within thirty (30) days after such breach occurs, and (B) upon the written request of Lender, if Borrower or any other Loan Party promptly delivers to Lender an Additional Insolvency Opinion or a modification of the Insolvency Opinion, as applicable, to the effect that such breach shall not in any way impair, negate or amend the opinions rendered in the Insolvency Opinion, which opinion or modification and the counsel delivering such opinion and modification shall be acceptable to Lender in its sole discretion; (xi) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if Borrower or any other Loan Party shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period; (xii) if any of the assumptions related to the Borrower or any other Loan Party, contained in the Insolvency Opinion delivered to Lender in connection with the Loan, or in any Additional Insolvency Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect, provided, however, that any such breach shall not constitute an Event of Default (A) (i) if such breach is inadvertent and non-recurring or (ii) if such breach is curable, if Borrower or any other Loan Party shall promptly cure such breach within thirty (30) days after such breach occurs, and (B) upon the written request of Lender, if Borrower or any other Loan Party promptly delivers to Lender an Additional Insolvency Opinion or a modification of the Insolvency Opinion, as applicable, to the effect that such breach shall not in any way impair, negate or amend the opinions rendered in the Insolvency Opinion, which opinion or modification and the counsel delivering such opinion and modification shall be acceptable to Lender in its sole discretion; (xiii) for so long as the Property is not subject to the MGM/Mandalay Lease and is subject to a Management Agreement that is not a Brand Management Agreement, if a material default by Borrower or any other Loan Party has occurred and continues beyond any applicable cure period under the Management Agreement and if such default permits the Manager thereunder to terminate or cancel the Management Agreement, or the term of the Management Agreement expires and in each case, unless Borrower enters into (x) a Management Agreement or (y) MGM/Mandalay Lease within thirty (30) days’ notice of such default (subject to the applicable cure period) or the date of such expiration; (xiv) for so long as the Property is not subject to the MGM/Mandalay Lease and is subject to a Brand Management Agreement, if, without Lender’s prior written consent, (a) the Brand Management Agreement is terminated (unless within five (5) Business Days of such termination Borrower enters into (x) a Brand Management Agreement, (y) a Management Agreement that is not a Brand Management Agreement and either (1) a Franchise/License Agreement or (2) a license to use the MGM/Mandalay Brand Names in connection with the operation of the Hotel Components or (z) a MGM/Mandalay Lease), (b) the Brand Management Agreement is materially amended in violation of the terms hereof or (c) there is a material default by Borrower under the Brand Management Agreement beyond any applicable notice or grace period that permits the Brand Manager thereunder to terminate or cancel the Brand Management Agreement and Lender delivers a written notice of Event of Default in connection therewith to Borrower (a “Brand Management Default Election Notice”) (unless, within forty-five (45) days after receipt of the Brand Management Default Election Notice, Borrower (1) cures such material default and such cure is accepted by the applicable Brand Manager or (2) enters into (x) a Brand Management Agreement, (y) a Management Agreement that is not a Brand Management Agreement and either (1) a Franchise/License Agreement or (2) a license to use the MGM/Mandalay Brand Names in connection with the operation of the Hotel Components or (z) a MGM/Mandalay Lease); (xv) for so long as the Property is not subject to the MGM/Mandalay Lease and is subject to a Casino Management Agreement, if, without Lender’s prior written consent, (a) the Casino Management Agreement is terminated (unless within five (5) Business Days of such termination Borrower enters into (x) a Casino Management Agreement or (y) a MGM/Mandalay Lease), (b) the Casino Management Agreement is materially amended in violation of the terms hereof or (c) there is a material default by Borrower under the Casino Management Agreement beyond any applicable notice or grace period that permits the Casino Operator thereunder to terminate or cancel the Casino Management Agreement and Lender delivers a written notice of Event of Default in connection therewith to Borrower (a “Casino Management Default Election Notice”) (unless, within forty-five (45) days after receipt of the Casino Management Default Election Notice, Borrower (1) cures such material default and such cure is accepted by the applicable Casino Operator or (2) enters into (x) a Casino Management Agreement or (y) a MGM/Mandalay Lease); (xvi) if there shall be default under any of the other Loan Documents beyond any applicable cure periods contained in such documents, whether as to Borrower, any other Loan Party or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such default, event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt; (xvii) for so long as the Property is not subject to the MGM/Mandalay Lease and subject to a Franchise/License Agreement, if, without Lender’s prior written consent, (a) the Franchise/License Agreement is terminated (unless within five (5) Business Days of such termination Borrower enters into a (w) a license to use the MGM/Mandalay Brand Names in connection with the operation of the Hotel Components, (x) Franchise/License Agreement, (y) a Brand Management Agreement or (z) a MGM/Mandalay Lease), (b) the Franchise/License Agreement is materially amended in violation of Section 5.2.1 or (c) there is a material default by Borrower under the Franchise/License Agreement (including a default thereunder that results in a breach of Section 5.1.20 or 5.2.1 hereof) beyond any applicable notice or grace period that permits the Franchisor/Licensor thereunder to terminate or cancel the Franchise/License Agreement and Lender delivers a written notice of Event of Default in connection therewith to Borrower (a “Franchise/License Default Election Notice”) (unless, within forty-five (45) days after receipt of such Franchise/License Default Election Notice, Borrower (1) cures such material default and such cure is accepted by the Franchisor/Licensor or (2) enters into (w) a license to use the MGM/Mandalay Brand Names in connection with the operation of the Hotel Components, (x) a Franchise/License Agreement, (y) a Brand Management Agreement or (z) a MGM/Mandalay Lease); (xviii) Guarantor breaches any of the Guarantor Financial Covenants and a Substitute Guaranty is not delivered in accordance with the terms of the Guaranty and the Loan Agreement; (xix) Intentionally omitted; (xx) for so long as the Property is subject to the MGM/Mandalay Lease, if Borrower consents to MGM/Mandalay Tenant (A) ceasing to do business as a hotel and casino at the Property or (B) terminating such business for any reason whatsoever (in each case other than temporary cessation in connection with any continuous and diligent renovation or restoration of the Property following a Casualty or Condemnation) without Lender’s prior written consent in violation of the provisions of this Agreement; (xxi) for so long as the Property is subject to the MGM/Mandalay Lease, including all effective Confirmations(A) Borrower amends the MGM/Mandalay Lease, MGM/Mandalay Lease Guaranty or any other MGM/Mandalay Lease Document without the prior written consent of Lender if required pursuant to this Agreement or (B) Borrower terminates (or consents to the termination of) the MGM/Mandalay Lease, MGM/Mandalay Lease Guaranty or any other MGM/Mandalay Lease Document without ▇▇▇▇▇▇’s prior written consent but only to the extent ▇▇▇▇▇▇’s prior written consent was required by the provisions of this Agreement; (xxii) Intentionally omitted; (xxiii) for so long as the Property is subject to the MGM/Mandalay Lease, Borrower consents to any Transfer of MGM/Mandalay Tenant’s leasehold interest in the Property or the MGM/Mandalay Lease without Lender’s prior written consent but only to the extent Lender’s prior written consent was required by the provisions of this Agreement; or (xxiv) if Borrower or any other Loan Party shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xxiii) above, for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Borrower or any other Loan Party shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed ninety (90) days. (b) During the continuance of an Event of Default (other than an Event of Default described in clauses (vi), (vii) or (viii) above), in addition to any and all other rights or remedies available hereunder. 5. REMEDY 5.1 During to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower or any Delivery Periodother Loan Party and in and to all or any of the Property, if either including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower, any other Loan Party commits an and any or all of the Property, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (the “Defaulting Party”vi), then (vii) or (viii) above, the Defaulting Party Debt and Other Obligations of Borrower hereunder and under the other Loan Documents shall pay immediately and the Non-Defaulting Party shall be entitled toautomatically become due and payable, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantifywithout notice or demand, and agree that this provision for calculating damages (i) is reasonable Borrower hereby expressly waives any such notice or demand, anything contained herein or in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyLoan Document to the contrary notwithstanding.

Event of Default. “The occurrence of any of the following shall constitute an Event of Default” means Default by Tenant: (ia) Buyer Tenant fails to provide adequate assurance make any payment of performance Rent, or any amount required to Seller replenish the Security Deposit as provided in Section 6 - Security Deposit, within ten (10) days after the date of a notice from Landlord; (b) Tenant abandons or vacates the Premises; (c) Tenant makes any material misrepresentation to Landlord or violates any term or condition of Section 8 - Use and Compliance with Laws; (d) Tenant fails to deliver any estoppel certificate requested by Landlord within the period described in Subsection 23.1 - Estoppel Certificates; (e) Tenant violates the restrictions on Transfer set forth in Section 16 - Assignment and Subletting. (f) Tenant fails to maintain the insurance required to be maintained by Tenant pursuant to Article 3; (ii) Buyer Subsections 13.1 and 13.2 and/or otherwise fails to pay undisputed amounts perform its obligations under such subsections; (g) To the extent permitted by the invoice due datelaw, Tenant ceases doing business as a going concern; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party is adjudicated an insolvent, files a petition (or otherwise commencesfiles an answer admitting the material allegations of a petition) seeking relief under any state or federal bankruptcy or other statute, authorizeslaw or regulation affecting creditors’ rights’; all or substantially all of Tenant’s assets are subject to judicial seizure or attachment and are not released within thirty (30) days, or Tenant consents to or acquiesces in the appointment of a trustee, receiver or liquidator for Tenant or for all or any substantial part of Tenant’s assets; (h) Tenant fails, within ninety (90) days after the commencement of a proceeding any state or causes under any federal bankruptcy or similar other statute, law or regulation affecting creditors’ rights, to have such proceedings dismissed, or Tenant fails, within ninety (90) days after an appointment, without Tenant’s consent or acquiescence, of any trustee, receiver or liquidator for the protection Tenant or for all or any substantial part of creditors Tenant’s assets, to have such appointment vacated; or (i) Tenant fails to perform or has comply with any provision of this Lease other than those described in (a) through (g) above, and does not fully cure such petition filed failure within fifteen (15) days after notice to Tenant or, if such failure cannot be cured within such fifteen (15) day period, Tenant fails within such fifteen (15) day period to commence, and thereafter diligently proceed with, all actions necessary to cure such failure as soon as reasonably possible but in all events within ninety (90) days of such notice; provided, however, that if Landlord in Landlord’s reasonable judgment determines that such failure cannot or proceeding commenced against it; will not be cured by Tenant within such ninety (vii90) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from day period, then such failure shall constitute an Event of Default committed by the other Party; (x) Seller fails immediately upon such notice to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyTenant.

Event of Default. (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default” means ”): (i) Buyer fails to provide adequate assurance if any portion of performance to Seller pursuant to Article 3; the Debt is not paid when due; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to if any of its creditors; the Taxes or Other Charges are not paid on or before the same are due and payable (viand such non-payment, in case of Other Charges (other than Condominium charges and assessments with respect to which no notice shall be required) either Party files a petition or otherwise commencescontinues for five (5) Business Days following notice thereof to Issuers), authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent sums sufficient to pay such failure constitutes a separate Event Taxes and Other Charges have been deposited with Trustee in accordance with Section 10.02 hereof or those Taxes or Other Charges being contested in accordance with the terms and provisions of Default); this Indenture; (iii) if the Policies are not kept in full force and effect or if the Policies or insurance certificates or other evidence of insurance acceptable to Trustee are not delivered to Trustee within 10 days after written notice thereof from Trustee; (xiiiv) either Party makes a if Issuers Transfer or otherwise encumbers any portion of the Property in violation of the provisions of this Indenture; (v) if any representation or warranty that is made by Issuers herein or in any other Financing Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished in connection with the Financing Documents shall have been false or misleading in any material respect at as of the date the representation or warranty was made; provided, however, that if (1) such misrepresentation was not intentional, and (2) the condition causing the representation or warranty to be false is susceptible of being cured, the same shall be an Event of Default hereunder only if the same is not cured within thirty (30) days after written notice to Issuers from Trustee; and provided, further, if the condition causing the representation or warranty to be false is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and Issuers shall have commenced to cure such condition within such thirty (30) day period and thereafter diligently proceeds to cure the same, then such thirty (30) day period shall be extended for such an additional period of time as is reasonably necessary for Issuers in the exercise of due diligence to cure such condition, such additional period not to exceed one hundred fifty (150) days; (vi) if any time during Issuer, Principal or any Guarantor shall make an assignment for the term benefit of creditors; (vii) if a receiver, liquidator, síndico or trustee shall be appointed for any Issuer, Principal or Guarantor, or if any Issuer, Principal or Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for concurso mercantil, bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Issuer, Principal or Guarantor, or if any proceeding for the dissolution or liquidation of Issuers, Principal or Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Issuers, Principal or Guarantor, upon the same not being discharged, stayed or dismissed within ninety (90) days; (viii) if any Issuer attempts to assign its rights under this Indenture or any of the other Financing Documents or any interest herein or therein in contravention of the Financing Documents; (ix) if any Issuer breaches any of its respective covenants contained in Sections 6.01(dd) and (kk), and any such breach is not cured within fifteen (15) Business Days after written notice to Issuers from Trustee; (x) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if Issuers shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period; (xi) if any of the assumptions contained in the Insolvency Opinion delivered to Trustee in connection with the issuance of the Notes, or in the Additional Insolvency Opinion delivered subsequent to the issuance of the Notes, is or shall become untrue in any material respect; (xii) if a material default has occurred and continues beyond any applicable cure period under the Management Agreement, the Golf Management Agreement or the Spa Management Agreement (or any Replacement Management Agreement, Replacement Golf Management Agreement or Replacement Spa Management Agreement, as applicable) and (A) if such default permits the Manager, Golf Manager or Spa Manager, as applicable, to terminate or cancel the Management Agreement, the Golf Management Agreement or the Spa Management Agreement (or any Replacement Management Agreement, Replacement Golf Management Agreement or Replacement Spa Management Agreement, as applicable) or (B) if the Management Agreement, the Golf Management Agreement or the Spa Management Agreement (or any Replacement Management Agreement, Replacement Golf Management Agreement or Replacement Spa Management Agreement, as applicable) is terminated and in the case of either (A) or (B) a Qualified Manager, Qualified Golf Manager or Qualified Spa Manager, as applicable, is not appointed within forty five (45) days thereafter; (xiii) if (A) any provision of the applicable statutes pursuant to which the Condominium was established or any section, sentence, clause, phrase or word or the application thereof in any circumstance is held invalid and such invalidity materially adversely affects the security interest of the Security Trust Agreement or Trustee’s rights under the Financing Documents; (B) the Condominium shall become subject to an action for partition by any condominium unit owner which could reasonably be expected to result in partition and said action has been commenced and not dismissed within sixty (60) days after commencement thereof; or (C) the Condominium is withdrawn from the condominium regime established under the Condominium Laws; (xiv) if Issuers fail to comply with the covenants as to Prescribed Laws set forth in Section 7.01(a) hereof; (xv) with respect to any term, covenant or provision set forth herein or in any other Financing Document which specifically contains a notice requirement, grace period or both, if Issuers shall be in default under such term, covenant or condition after the giving of such notice, the expiration of such grace period or both, as applicable; or (xvi) if Issuers shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement. Indenture not specified in subsections (i) to (xiv) above, or under any of the terms, covenants or conditions in any other Financing Document not specified in Section (xv) above, for ten (10) days after notice to Issuers from Trustee, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Trustee in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided, further, that Issuers shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Issuers in the exercise of due diligence to cure such Default, such additional period not to exceed sixty (60) days. (b) Upon the occurrence of an Event of Default, the Party not committing the Default (other than an Event of Default described in clauses (“Non-Defaulting Party”vi), (vii) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmationsor (viii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Indenture and the other Financing Documents or at law or in equity, Trustee, and Servicer on its behalf, for the benefit of Noteholders may take such action, without notice or demand, that Trustee or Servicer deems advisable to protect and enforce its rights against Issuers and in and to the Property, including, without limitation, declaring the Debt to be immediately due and payable, and Trustee for the benefit of Noteholders may enforce or avail itself of any or all rights or remedies provided in the Financing Documents against Issuers and the Property, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi), (vii) or (viii) above, the Debt and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Periodobligations of Issuers hereunder and under the other Financing Documents shall immediately and automatically become due and payable, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantifywithout notice or demand, and agree that this provision for calculating damages (i) is reasonable Issuers hereby expressly waive any such notice or demand, anything contained herein or in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyFinancing Document to the contrary notwithstanding.

Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”): (a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made; (b) if any Rental or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice twice in any twelve (12) month period; provided, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof; (c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties; (d) if Lessee vacates or abandons any Property; (e) if there is an Insolvency Event affecting Lessee; (f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently 4830-1362-4631.5 STORE/Synalloy Master Lease Agreement 6 Properties in OH, SC, TN and TX File No. 7210/02-475 pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required; (g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof; (h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; (i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or (j) if there is an “Event of Default” means (i) Buyer fails to provide adequate assurance or other breach or default by Lessee under any of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment other Transaction Documents or any general arrangement for Other Agreement , after the benefit passage of creditorsall applicable notice and cure or grace periods; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commencesprovided, authorizeshowever, or acquiesces in the commencement event that this Lease has been the subject of a proceeding Securitization and any Other Agreement has not been the subject of the same Securitization or causes any series relating to such Securitization, an “Event of Default” under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Other Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from shall not constitute an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in under this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyLease.

Event of Default. The occurrence of one or more of the following events shall be an “Event of Default” means hereunder: (i) Buyer fails if on any Payment Date the funds in the Debt Service Payment Sub-Account are insufficient to provide adequate assurance of performance pay the Required Debt Service Payment due on such Payment Date and the Borrowers fail to Seller pursuant pay such insufficiency on such Payment Date; provided that Borrowers shall have an additional two Business Days past the related Payment Date to Article 3; make any such payment, but only once during any twelve month period; (ii) Buyer intentionally omitted; (iii) if the Borrowers fail to pay the outstanding Indebtedness on the Maturity Date; (iv) if on any Payment Date the Borrowers fail to pay the Basic Carrying Costs Monthly Installment, the Ground Rents Monthly Installment, the Capital Reserve Monthly Installment, the Cash Collateral Account Bank Fees due on such Payment Date (to the extent Borrowers are obligated to make such payments hereunder); provided that Borrowers shall have an additional two (2) Business Days past the related Payment Date to make any such payment, but only once during any twelve (12) month period; (v) if on the date any payment of a Basic Carrying Cost would become delinquent, the funds in the Basic Carrying Costs Sub-Account together with any funds in the Cash Collateral Account not allocated to another Sub-Account are insufficient to make such payment and Borrower has not otherwise paid such Basic Carrying Cost or funded such shortfall to Lender; provided that Borrowers shall have an additional two (2) Business Days past the related Payment Date to make any such payment, but only once during any twelve (12) month period; (vi) the occurrence of the events identified elsewhere in the Loan Documents as constituting an “Event of Default”; (vii) any breach of Sections 2.11(a) (subject, however, to the proviso in Section 2.11(a)(ii)) , 2.11(b), 2.11(e), 5.1(T), 5.1(V), 5.1(W), 5.1(X), or 6.1(B); (viii) intentionally omitted; (ix) if without Lender’s prior written consent (which consent shall not be unreasonably withheld) (A) any Franchisor resigns or is removed or is replaced (except as otherwise expressly provided herein), or (B) any Franchise Agreement is entered into for any Individual Property or (C) there is any material change in or termination of any Franchise Agreement for any Individual Property; (x) if any Borrower fails to pay undisputed amounts any other amount payable pursuant to this Agreement or any other Loan Document within two (2) Business Days of the date when due and payable in accordance with the provisions hereof or thereof, as the case may be; (xi) if any representation or warranty made herein by Borrowers or Operating Lessee or in any other Loan Document, or in any report, certificate, financial statement or other Instrument, agreement or document furnished by any Borrower or Operating Lessee in connection with this Agreement, the invoice due date; Note or any other Loan Document executed and delivered by such Borrower or Operating Lessee, as applicable, shall be false in any material respect as of the date such representation or warranty was made or remade; (iiixii) either Party if any Borrower, any of such Borrower’s partners or members, as applicable, Operating Lessee, or any SPE Equity Owner makes an assignment or any general arrangement for the benefit of creditors; ; (ivxiii) either Party defaults in if a receiver, liquidator or trustee shall be appointed for any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to Borrower, any of its creditorssuch Borrower’s partners, members or shareholders, as applicable, or any SPE Equity Owner or if any Borrower, any of such Borrower’s partners, members or shareholders, as applicable, Operating Lessee or any SPE Equity Owner shall be adjudicated as bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by such Borrower, any of such Borrower’s partners, members or shareholders, as applicable, Operating Lessee or any SPE Equity Owner or if any proceeding for the dissolution or liquidation of such Borrower, any of such Borrower’s partners, members or shareholders, as applicable, Operating Lessee or any SPE Equity Owner shall be instituted; (vi) either Party files a provided, however, that if such appointment, adjudication, petition or otherwise commencesproceeding was involuntary and not consented to by such Borrower, authorizesany of such Borrower’s partners, members or acquiesces in shareholders, as applicable, Operating Lessee or any SPE Equity Owner as the commencement case may be, upon the same not being discharged, stayed or dismissed within ninety (90) days; or if such Borrower, any of a proceeding such Borrower’s partners, members or causes under shareholders, as applicable, Operating Lessee or any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay SPE Equity Owner shall generally not be paying its debts as they fall become due; (xiv) if any Borrower or Operating Lessee attempts to delegate its obligations or assign its rights under this Agreement, any of the other Loan Documents or any interest herein or therein; (xv) if any provision of any organizational document of any Borrower, Operating Lessee or any SPE Equity Owner is amended or modified in any respect, or if any Borrower, Operating Lessee, any SPE Equity Owner or any of their respective partners, members, or shareholders as applicable, fails to perform or enforce the provisions of such organizational documents or attempts to dissolve any Borrower, Operating Lessee or any SPE Equity Owner; or if any Borrower, Operating Lessee or any SPE Equity Owner or any of their respective partners, members or shareholders, as applicable, breaches any of the covenants set forth in Sections 5.1(T) or 6.1(D); (ixxvi) either Party terminates this Agreement and/or [Intentionally omitted]; (xvii) if an event or condition specified in Section 5.1(S) shall occur or exist with respect to any effective Confirmation Plan, Multiemployer Plan or plan and, as a result of such event or condition, together with all other such events or conditions, Borrower or any ERISA Affiliate or any affiliate shall incur or in the opinion of Lender shall be reasonably likely to incur a liability to a Plan, a Multiemployer Plan, PBGC or plan (or service any combination of the foregoing) which would constitute, in the determination of Lender, a Material Adverse Effect; (xviii) any breach of Section 5.1(I) or 5.1(P), or, if without Lender’s prior written consent, except as expressly permitted in this Agreement, (A) any Manager resigns or is removed or is replaced, (B) any Management Agreement is entered into for any Individual Property or (C) there is any material change in or termination of any Management Agreement for any Individual Property; (xix) any “Event of Default” under any of the other “Loan Agreements” referenced in the Cooperation Agreement; (xx) if without Lender’s prior written consent (A) any Operating Lessee resigns or is removed or is replaced, (B) any Operating Lease is entered into for any Individual Property or (C) there is any change in or termination of any Operating Lease; (xxi) if any Borrower or Operating Lessee shall be in default under any of the other obligations, agreements, undertakings, terms, covenants, provisions or conditions of this Agreement, the Notes, any Mortgage or the other Loan Documents, not otherwise referred to in this Section 7.1, for ten (10) days after written notice to any Borrower from Lender or its successors or assigns, in the case of any default which can be cured by the payment of a commercially reasonable sum of money or for thirty (30) days after written notice from Lender or its successors or assigns, in the case of any other default (unless otherwise provided herein or in such other Loan Document); provided, however, that if such non-monetary default under this subparagraph is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that such Borrower shall have commenced to cure such default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for such Borrower in the exercise of due diligence to cure such default, but in no event shall such period exceed ninety (90) days after the original notice from Lender; (xxii) if any Operating Lessee is in default beyond any applicable notice or cure period under the applicable Operating Lease; (xxiii) if an “Event of Default” shall occur under any Subordination, Attornment and Security Agreement; (xxiv) Borrower’s failure to complete all PIP Work in all material respects on or before the earlier of (a) the relevant dates set forth in the applicable Property Improvement Plans (as such dates may be extended by Manager from time to time) and (b) the date any franchisor under any Franchise Agreement declares an event of default in connection with Borrower’s PIP Work; (xxv) if (A) Subject to Section 2.11(e)(vi) hereof, Borrower shall fail in the payment of any Ground Rents as and when such rent or other charge is payable (unless waived by the lessor under the applicable Ground Lease), (B) there shall occur any default after the expiration of any notice and cure periods contained in the applicable Ground Lease by Borrower, as tenant under any Ground Lease, in the observance or performance of any term, covenant or condition of any Ground Lease on the part of Borrower, to be observed or performed (unless waived by the lessor under the applicable Ground Lease), (C) if any one or more Accountsof the events referred to in any Ground Lease shall occur which would cause such Ground Lease to terminate without notice or action by the lessor under such Ground Lease or which would entitle the lessor to terminate such Ground Lease and the term thereof by giving notice to Borrower, as tenant thereunder (unless waived by the lessor under the applicable Ground Lease), (D) if the leasehold estate created by any Ground Lease shall be surrendered or such Ground Lease shall be terminated or canceled for any reason except for a termination resulting from an Event or under any circumstances or (E) if any of Default committed by the other Party; (x) Seller fails to sell and schedule for deliveryterms, covenants or conditions of any Ground Lease shall in any manner be modified, changed, supplemented, altered, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading amended in any material respect at without the prior written consent of Lender; and (xxvi) if any time during of the term assumptions set forth in that certain non-consolidation opinion from the Borrowers’ counsel to Lender dated as of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party date hereof shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable untrue in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltymaterial respect.

Event of Default. (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default” means ”): (i) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; if (x) Seller fails any payment of principal or interest due pursuant to sell and schedule for deliverythe Note, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation of the other Loan Documents (except other than the payment due on the Maturity Date) is not paid on or within one (1) Business Day after the date the same is due, (y) the Debt is not paid on the Maturity Date, or (z) any other portion of the Debt is not paid on or within five (5) Business Days after the same is due; (ii) if any of the Taxes or Other Charges are not paid within five (5) Business Days after the date the same is due, subject to the extent Borrower’s right to contest pursuant to Section 5.1.2 hereof; (iii) if the Policies are not kept in full force and effect, or if certificates evidencing such failure constitutes a separate Event Policies are not delivered to Lender within two (2) Business Days following Lender’s written request therefor; (iv) if Borrower Transfers or encumbers any portion of Default); or the Property without Lender’s prior written consent in violation of the provisions of Article 6 of the Mortgage; (xiiv) either Party makes a if any representation or warranty that is of Borrower, Hotel Operator or of any Guarantor, made herein, in the Guaranty or in any other Loan Document, or in any certificate, report, financial statement or other instrument or document furnished to Lender shall have been false or misleading in any material respect at when made and such representation or warranty, if made by Borrower after the date hereof, shall, if the condition that gave rise to the breach of representation or warranty is capable of being cured, remain untrue or incorrect for a period ending thirty (30) days after Borrower has received written notice of the inaccuracy of such representation or warranty from Lender, provided, however, if the breach of representation or warranty is of a nature which is curable but which cannot be cured within such thirty (30) day period such failure shall not be an Event of Default if Borrower, within such thirty (30) day period, shall have commenced to cure the condition that give rise to the breach of representation or warranty and thereafter diligently pursues such cure, in which event Borrower shall have such additional time as is reasonably required to effect such cure, but in no event more than one hundred twenty (120) days after the discovery of such inaccuracy; (vi) if Borrower, Hotel Operator or Guarantor shall make an assignment for the benefit of creditors; (vii) if a receiver, liquidator or trustee shall be appointed for Borrower, Hotel Operator or Guarantor or if Borrower, Hotel Operator or Guarantor shall be adjudicated a bankrupt or insolvent, or if any time during petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower, Hotel Operator or Guarantor, or if any proceeding for the term dissolution or liquidation of Borrower, Hotel Operator or Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower, Hotel Operator or Guarantor, upon the same not being discharged, stayed or dismissed within ninety (90) days; (viii) a default by Guarantor under any of the Guaranties that remains uncured for a period of ten (10) Business Days after notice to all Guarantors, it being understood that any Guarantor may (but is not obligated to) cure the defaulting Guarantor’s default; (ix) if Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents; (x) if Borrower breaches any of its respective negative covenants contained in Section 5.2 (other than Section 5.2.11) or any covenant contained in Section 4.1.30 hereof; (xi) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if Borrower shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period; (xii) if any of the assumptions contained in the Insolvency Opinion or in any other “non-consolidation” opinion delivered to Lender pursuant to this Agreement is or shall become untrue in any material respect; (xiii) if Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement. Agreement not specified in subsections (i) to (xii) above, for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed one hundred and twenty (120) days; or (xiv) if there shall be a default under any of the other Loan Documents beyond any applicable cure periods contained in such documents, and if no cure period is specified in the particular default, Section 8.1(a)(xiii) hereof shall apply. (b) Upon the occurrence and during the continuance of an Event of Default, the Party not committing the Default (other than an Event of Default described in clauses (“Non-Defaulting Party”vi) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmationsor (vii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to all of the Property, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower and any and all of the Property, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi) or (vii) above, the Debt and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Periodobligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantifywithout notice or demand, and agree that this provision for calculating damages (i) is reasonable Borrower hereby expressly waives any such notice or demand, anything contained herein or in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyLoan Document to the contrary notwithstanding.

Event of Default. (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default” means ”): (i) Buyer fails to provide adequate assurance if any portion of performance to Seller pursuant to Article 3; the Debt is not paid when due; (ii) Buyer fails if any of the Taxes or Other Charges are not paid within five (5) days following notice to pay undisputed amounts by Borrower that the invoice same are due date; and payable; (iii) either Party makes an assignment if the Policies are not kept in full force and effect or any general arrangement for if certified copies of the benefit of creditors; Policies are not delivered to Lender upon request; (iv) either Party defaults in any payment obligation to if Borrower breaches or permits or suffers a breach of Article 6 of the other Party; Mortgage or the Pledge Agreement; (v) either Party defaults in if any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is made by Borrower herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender shall have been false or misleading in any material respect as of the date the representation or warranty was made; provided, however, that if Borrower did not have knowledge at the time of representation or warranty that such representation or warranty was false or misleading in any material respect and the same is susceptible of being cured, Borrower shall have the right to cure such representation or warranty within a period of thirty (30) days after written notice to Borrower from Lender; (vi) if Borrower, Mortgage Borrower, Principal, any SPC Party or Guarantor shall make an assignment for the benefit of creditors; (vii) if Borrower or Mortgage Borrower or Guarantor fails or admits its inability to pay debts generally as they become due; (viii) if a receiver, liquidator or trustee shall be appointed for Borrower, Mortgage Borrower, Principal, any SPC Party or Guarantor or if Borrower, Mortgage Borrower, Principal, any SPC Party or Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower, Mortgage Borrower, Principal, any SPC Party or Guarantor, or if any proceeding for the dissolution or liquidation of Borrower, Mortgage Borrower, Principal, any SPC Party or Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower, Mortgage Borrower, Principal and SPC Party or Guarantor, upon the same not being discharged, stayed or dismissed within thirty (30) days or if an order for relief is entered; (ix) if Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents; (x) Intentionally Omitted; (xi) if any of the assumptions contained in the Insolvency Opinion, or in any other non-consolidation opinion delivered to Lender in connection with the Loan, or in any other non-consolidation delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect; provided, however, such untrue assumption shall not constitute an Event of Default if (A) such untrue assumption was immaterial and such breach must be susceptible of cure, (B) Borrower corrects such untrue assumption within 30 days of notice from Lender and (C) Borrower or Mortgage Borrower delivers to Lender within such 30-day period opinions of counsel acceptable to Lender and Rating Agencies to the effect that such untrue assumption shall not negate or impair the opinions contained in the substantive non-consolidation opinion letter delivered to Lender at closing of the Loan; (xii) if Borrower or Mortgage Borrower breaches any representation, warranty or covenant contained in Section 3.1.24 hereof; provided, however, such breach of any representation, warranty or covenant contained in Section 3.1.24 hereof shall not constitute an Event of Default if (A) such breach was immaterial and such breach must be susceptible of cure, (B) Borrower or Mortgage Borrower corrects such breach within 30 days of notice from Lender and (C) if requested by Lender upon its determination that such breach might be considered by a court as a factor in the court’s finding for a consolidation of the assets of Borrower with the assets of another person or entity, Borrower delivers to Lender within such 30-day period opinions of counsel acceptable to lender and Rating Agencies to the effect that such breach shall not negate or impair the opinions contained in the substantive non-consolidation opinion letter delivered to Lender at closing of the Loan; (xiii) if a material default has occurred and continues beyond any applicable cure period under any Management Agreement entered into pursuant to Article VII hereof, and if such default permits the Manager thereunder to terminate or cancel the Management Agreement; (xiv) if Borrower shall continue to be in Default under any of the terms, covenants or conditions of Section 9.1 hereof, or fails to cooperate with Lender in connection with a Securitization pursuant to the provisions of Section 9.1 hereof, for five (5) Business Days after notice to Borrower from Lender; (xv) if Borrower fails to obtain or maintain an Interest Rate Protection Agreement or replacement thereof in accordance with Section 2.5 hereof; (xvi) if there is any breach of any representation, warranty or covenant contained in Section 4 of the Pledge Agreement; (xvii) Intentionally Omitted; (xviii) if Borrower breaches any of its obligations under Section 2.4.5 hereof: (xix) if Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xviii) above, for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed sixty (60) days; (xx) if there shall be a Default under any of the other Loan Documents beyond any applicable cure periods contained in such Loan Documents, whether as to Borrower, Mortgage Borrower, the Collateral or the Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt; (xxi) if Guarantor shall, at any time during time, fail to maintain the term of Required Net Worth; (xxii) if (A) this Agreement. , the Note or any other Loan Document shall, in whole or in part, terminate, cease to be effective or cease to be a legally valid, binding and enforceable obligation of Borrower; (B) Borrower or any Subsidiary of Borrower shall take any action in connection therewith or in furtherance thereof; or (C) any party to any Loan Document (other than the Lender) shall assert in writing that such document has ceased to be in full force and effect; or (D) the Liens created pursuant to any Loan Document shall cease to be a fully perfected enforceable first priority security interest or any portion of the Collateral is Transferred without Lender’s prior written consent; or (xxiii) a Mortgage Loan Event of Default shall occur. (b) Upon the occurrence of an Event of Default, the Party not committing the Default (other than an Event of Default described in Section 10.1(a)(vi), (“Non-Defaulting Party”vii) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmationsor (viii) above) and at any time thereafter Lender may, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to the Collateral, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents and any or all of the Collateral and may exercise all the rights and remedies of a secured party under the Uniform Commercial Code, as adopted and enacted by the State or States where any of the Collateral is located, against Borrower and the Collateral, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in Section 10.1(a)(vi), (vii) or (viii) above, the Debt and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Periodobligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantifywithout notice or demand, and agree that this provision for calculating damages (i) is reasonable Borrower hereby expressly waives any such notice or demand, anything contained herein or in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyLoan Document to the contrary notwithstanding.

Event of Default. “The occurrence of any one or more of the following events will constitute an "Event of Default” means " on the part of Tenant: (a) Failure to pay any installment of Annual Basic Rent, any Additional Rent or any other sum required to be paid by Tenant under this Lease when due, and such failure shall continue for five (5) days after written notice thereof by Landlord to Tenant; (b) Failure to perform any of the other covenants or conditions which Tenant is required to observe and perform (except failure in the payment of Annual Basic Rent, Additional Rent or any other monetary obligation contained in this Lease) and such failure shall continue for fifteen (15) days (or such shorter period of time as may be specified by Landlord in the event of an emergency, i.e., immediate danger to persons or property) after written notice thereof by Landlord to Tenant, provided that if such default is other than the payment of money and cannot be cured within such fifteen (15) day period, then an Event of Default shall not have occurred if Tenant, within such fifteen (15) day period, commences curing of such failure and diligently in good faith prosecutes the same to completion and furnishes evidence thereof to Landlord within thirty (30) days thereafter; (c) If any warranty, representation or statement made by Tenant to Landlord in connection with the financial statements of Tenant delivered to Landlord prior to the execution of this Lease is or was materially false or misleading when made or furnished; (d) Intentionally omitted; (e) Failure to conduct substantially all business operations within the Leased Premises for ten (10) consecutive days except for temporary closures for reconstruction, remodeling, relocation of a subsidiary or division, an assignment or subletting in accordance with the terms of Article 19 provided; however, that in no event shall any such temporary closure exceed ninety (90) days; (f) If Tenant makes a bulk sale of its goods or moves or commences, attempts to move its goods, equipment and personal property out of the Leased Premises; (g) The levy of a writ of attachment or execution or other judicial seizure of substantially all of Tenant's assets or its interest in this Lease, such attachment, execution or other seizure remaining undismissed or discharged for a period of sixty (60) days after the levy thereof; (h) The filing of any petition by or against Tenant or any Guarantor to declare Tenant or any Guarantor a bankrupt or to delay, reduce or modify Tenant's or any Guarantor's debts or obligations, which petition is not discharged within sixty (60) days after the date of filing; (i) Buyer fails The filing of any petition or other action taken to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment reorganize or modify Tenant's or any Guarantor's capital structure, which petition is not discharged within sixty (60) days after the date of filing (j) If Tenant or any Guarantor shell be declared insolvent according to law; (k) A general arrangement assignment by Tenant Or any Guarantor for the benefit of creditors; ; (ivl) either Party defaults in The appointment of a receiver or trustee for Tenant or any payment obligation Guarantor or all or any of their respective property, which appointment is not discharged within sixty (60) days after the date of filing; (m) The filing by Tenant or any Guarantor of a voluntary petition pursuant to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement Bankruptcy Code or any effective Confirmation (except successor thereto or the filing of an involuntary petition against Tenant or any Guarantor pursuant to the extent such failure constitutes a separate Event Bankruptcy Code or any successor legislation, which petition is not discharged within sixty (60) days after the date of Default)filing; or or (xiin) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the The occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated under Articles 31 or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penalty34.11.

Event of Default. (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default” means ”): (i) Buyer fails to provide adequate assurance if any portion of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice Debt is not paid when due date; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the with, other Party; (v) either Party defaults in any material payment obligation than with respect to any Monthly Debt Service Payment Amount and any failure to repay the Debt on the Maturity Date, such failure continuing for five (5) Business Days after written notice that the same is due and payable; provided, that, such notice shall not be provided more than two (2) times during the term of its creditorsthe Loan; (vi) either Party files a petition or otherwise commencesprovided, authorizesfurther, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from that it shall not be an Event of Default committed by the other Party; if (x) Seller fails sums sufficient to sell pay the Monthly Debt Service Payment Amount, fund the required deposits into the Reserve Funds or make such other payments are on deposit in the Cash Management Account prior to the applicable due date and schedule for deliveryLender, Senior Lender or Buyer fails Servicer failed to purchase apply such sums when required hereunder or under the Senior Loan Agreement, as applicable, (y) Lender’s or Senior Lender’s access to such sums was not restricted or constrained in any manner and receive natural gas (z) no other Event of Default is then continuing; (ii) if any of the Taxes or Other Charges are not paid before the same become delinquent, other than those being contested by Borrower or Senior Borrower in accordance with Section 5.1.2; provided, however, that it shall not be an Event of Default if (x) sums sufficient to pay such Taxes or Other Charges are on deposit in the Tax and Escrow Fund and Lender, Senior Lender or Servicer failed to apply such sums when required hereunder or under the Senior Loan Agreement (y) L▇▇▇▇▇’s or Senior L▇▇▇▇▇’s access to such sums was not restricted or constrained in any effective Confirmationmanner and (z) no other Event of Default is then continuing; (iii) if (A) the Insurance Policies are not kept in full force and effect; provided, however, that it shall not be an Event of Default if (xix) either Party falls sums sufficient to perform pay the Premiums for such Insurance Policies are on deposit in the Tax and Insurance Escrow Fund and Lender, Senior Lender or Servicer failed to apply such sums when required hereunder, (y) Lender’s or Senior Lender’s access to such sums was not restricted or constrained in any material covenant manner and (z) no other Event of Default is then continuing, or obligation set forth (B) certificates evidencing the Insurance Policies are not delivered to Lender and Senior Lender upon within five (5) Business Days following written request therefor; (iv) if Borrower or Senior Borrower Transfers or otherwise encumbers any portion of the Collateral or any Individual Property without Lender’s prior written consent in violation of the provisions of this Agreement or Article 6 of the applicable Mortgage; (v) if any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is made by Borrower herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender shall have been false or misleading in any material respect as of the date the representation or warranty was made; provided, however, that if such misrepresentation (A) was inadvertent and non-recurring, and (B) is susceptible of being cured, then the same shall be an Event of Default hereunder only if the same is not cured within thirty (30) days after written notice to Borrower from Lender; (vi) if a Bankruptcy Action occurs with respect to any Borrower Party or any Borrower Party shall make an assignment for the benefit of creditors; provided, however, that if (A) such Bankruptcy Action consists solely of (1) the filing of an involuntary petition against any Borrower Party or (2) an application for, or commencement of any process seeking, the appointment of a custodian, receiver, trustee, sequestrator, conservator, liquidator, or examiner or similar person for such Person or any portion of any Individual Property or the Collateral and (B) no Borrower Party sought, applied for, colluded with respect to, consented to, acquiesced to, approved, or joined in such involuntary petition or application, an Event of Default under this clause (vi) shall arise only upon (x) entry of an order for relief or other comparable order or decree granting such involuntary petition or (y) the same not being discharged, stayed or dismissed within ninety (90) days; (vii) intentionally omitted; (viii) if Borrower assigns its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents; (ix) if a Bankruptcy Action occurs with respect to Guarantor or Guarantor shall make an assignment for the benefit of creditors; provided, however, that if (A) such Bankruptcy Action consists solely of (1) the filing of an involuntary petition against such Guarantor or such other guarantor or indemnitor or (2) an application for, or commencement of any process seeking, the appointment of a custodian, receiver, trustee, sequestrator, conservator, liquidator, or examiner or similar person for such Guarantor or such other guarantor or indemnitor or any portion of its property and (B) neither such Guarantor nor any Borrower Party sought, applied for, colluded with respect to, consented to, acquiesced to, approved, or joined in such involuntary petition or application, an Event of Default under this clause (ix) shall arise only upon (x) entry of an order for relief or other comparable order or decree granting such involuntary petition or (y) the same not being discharged, stayed or dismissed within ninety (90) days; provided, further, however, it shall be at Lender’s option to determine whether any time during of the term of this Agreement. Upon the occurrence of foregoing shall be an Event of Default; (x) if Borrower breaches any covenant contained in Section 4.1.30 hereof; provided, the Party that such breach shall not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits constitute an Event of Default if (A) such breach is curable and was inadvertent and non-recurring, (B) Borrower shall promptly cure such breach within thirty (30) days after earlier to occur of (x) notice from Lender or (y) the “Defaulting Party”)date Borrower becomes aware of such breach, then and (C) if requested by Lender, within thirty (30) days of request by L▇▇▇▇▇, B▇▇▇▇▇▇▇ delivers to Lender, an Additional Insolvency Opinion to the Defaulting Party effect that such breach shall pay and not in any material respect impair, negate or amend the Non-Defaulting Party opinions rendered in the Insolvency Opinion or the Additional Insolvency Opinion most recently delivered to Lender, which opinion shall be entitled to, as acceptable to Lender in its exclusive remedy, early termination damages arising out reasonable discretion; (xi) intentionally omitted; (xii) if any of the Event assumptions contained in the Insolvency Opinion delivered to Lender in connection with the Loan, or in any Additional Insolvency Opinion delivered subsequent to the closing of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge the Loan, is or shall become untrue; provided, that should such breach shall not constitute an Event of Default occur, damages would be difficult to ascertain if (A) such breach is curable and quantify, was inadvertent and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harmnon-recurring, (iiB) Borrower shall be followed in lieu promptly cure such breach within thirty (30) days after earlier to occur of any other methods (x) notice from Lender or (y) the date Borrower becomes aware of calculating or estimating direct actual damagessuch breach, and (iiiC) if requested by L▇▇▇▇▇, within thirty (30) days of request by L▇▇▇▇▇, Borrower delivers to Lender, an Additional Insolvency Opinion to the effect that such breach shall not in any material respect impair, negate or amend the opinions rendered in the Insolvency Opinion or the Additional Insolvency Opinion most recently delivered to Lender, which opinion shall be acceptable to Lender in its reasonable discretion; (xiii) if a material default has occurred by Senior Borrower and continues beyond any applicable cure period under the Management Agreement (or any Replacement Management Agreement) and the Manager thereunder terminates or cancels the Management Agreement (or any Replacement Management Agreement) unless the applicable Individual Senior Borrower (or applicable Tenant) elects to self-manage and the same is not permitted by the terms of the applicable Lease(s) or the terminated Management Agreement is replaced with a penalty.Replacement Management Agreement within sixty (60) days after such termination; (xiv) if Borrower shall continue to be in Default under any of the terms, covenants or conditions of Sections 9.1 or 9.2 hereof, or fails to cooperate with Lender in connection with a bifurcation, assignment or participation of the Loan pursuant to the provisions of Section 9.1 or 9.2 hereof, as applicable, for three (3) days after notice to Borrower from Lender;

Event of Default. “Event of Default” means (i) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment or If any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accountsof the following events (in this Article sometimes called "Events of Default" shall happen: (a) for If default shall be made by Tenant, by operation of law or otherwise, under the provisions of Article XV hereof relating to assignment, sublease, mortgage or other transfer of Tenant's interest in this Lease Agreement or in the Demised Premises or in the income arising therefrom; (b) If default shall be made in the due and punctual payment of any reason except Basic Rent or Additional Rent payable under this Lease Agreement or in the payment of any obligation to be paid by Tenant, when and as the same shall become due and payable, and such default shall continue for a termination resulting from an Event period of Default committed ten days after written notice thereof given by Landlord to Tenant; (c) If default shall be made by Tenant in keeping, observing or performing any of the terms contained in this Lease Agreement which are Tenant's obligations to perform, other Party; than those referred to in Subparagraphs (xa) Seller and (b) of this Section 12.1, which does not expose Landlord to criminal liability, and such default shall continue for a period of 30 days after written notice thereof given by Landlord to Tenant, or in the case of such a default or contingency which cannot with due diligence and in good faith be cured within 30 days, and Tenant fails to sell proceed promptly and schedule with due diligence and in good faith to cure the same and thereafter to prosecute the curing of such default with due diligence and in good faith, it being intended that in connection with a default which does not expose Landlord to criminal liability, not susceptible of being cured with due diligence and in good faith within 30 days, that the time allowed Tenant within which to cure the same shall be extended for deliverysuch period as may be necessary for the curing thereof promptly with due diligence and in good faith; (d) If default shall be made by Tenant in keeping, observing or Buyer performing any of the terms contained in this Lease Agreement which are Tenant's obligations to perform, other than those referred to in Subparagraphs (a), (b) and (c) of this Section 12.1, and which exposes Landlord to criminal liability, and such default shall continue after written notice thereof given by Landlord to Tenant, and Tenant fails to purchase proceed timely and receive natural gas promptly with all due diligence and in accordance good faith to cure the same and thereafter to prosecute the curing of such default with any effective Confirmationall due diligence, it being intended that in connection with a default which exposes Landlords to criminal liability that Tenant shall proceed immediately to cure or correct such condition with continuity and with all due diligence and in good faith; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading then, and in any material respect such event, Landlord, at any time thereafter during the term continuance of this Agreement. Upon the occurrence of an any such Event of Default, the Party not committing the may give written notice to Tenant specifying such Event of Default (“Non-Defaulting Party”) or Events of Default and stating that this Lease Agreement and the terms hereby demised shall have expire and terminate on the right to suspend service and/or terminate date specified in such notice, and upon the date specified in such notice this Lease Agreement and the terms hereby demised, and all rights of Tenant under this Lease Agreement, including all effective Confirmationsrights of renewal whether exercised or not, shall expire and terminate, or in the alternative or in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive foregoing remedy, early termination damages arising out of Landlord may assert and have the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu benefit of any other methods of calculating remedy allowed herein, at law, or estimating direct actual damages, and (iii) is not a penaltyin equity.

Event of Default. “The term "Event of Default” ", as used herein, means the occurrence of any one or more of the following events: (i) Buyer Lessee fails to provide adequate assurance make any Lease Payment (or any other payment) as it becomes due in accordance with the terms of performance to Seller pursuant to Article 3the Lease, and any such failure continues for ten (10) days after the due date thereof; (ii) Buyer Lessee fails to pay undisputed amounts perform or observe any other covenant, condition, or agreement to be performed or observed by the invoice due dateit hereunder and such failure is not cured within twenty (20) days after written notice thereof by ▇▇▇▇▇▇; (iii) either Party makes an assignment the discovery by Lessor that ▇▇▇▇▇▇ has made any misleading or false statement in connection with application for or performance of this Lease, or any general arrangement for representation or warranty made by Lessee herein or otherwise furnished Lessor in connection with the benefit of creditorsAgreement or any Lease hereunder shall prove at any time to have been untrue, false, misleading in any material respect; or that any statement, representation, or warranty made by Lessee in this Lease or in writing ever delivered by Lessee pursuant hereto or in connection herewith is false, misleading or erroneous in any material respect; (iv) either Party defaults in proceedings under any payment obligation to bankruptcy, insolvency, reorganization or similar legislation shall be instituted against or by Lessee, or a receiver or similar officer shall be appointed for Lessee or any of its property, and such proceedings or appointments shall not be vacated, or fully stayed, within twenty (20) days after the other Partyinstitution or occurrence thereof; (v) either Party defaults in the Vehicle or any material payment obligation part thereof shall be subject to any lien, levy, seizure, assignment, transfer, bulk transfer, encumbrance, application, attachment, execution, sublease, or sale or the threat thereof without prior written consent of its creditors; Lessor, (vi) either Party files a petition if Lessee shall abandon the Vehicle or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of permit any other methods entity or person to use the Vehicle without the prior written consent of calculating or estimating direct actual damages, and (iii) is not a penalty.Lessor;

Event of Default. “(a) Each of the following events shall constitute an event of default hereunder (each, an "Event of Default” means "); ---------------- (i) Buyer fails to provide adequate assurance if any portion of performance to Seller pursuant to Article 3; the Debt is not paid when due; (ii) Buyer fails if any of the Taxes or Other Charges are not paid within ten (10) Business Days after the same are due, subject to pay undisputed amounts by the invoice due date; Borrower's right to contest Taxes in accordance with Section 5.1(b)(ii) hereof; (iii) either Party makes if the Policies are not kept in full force and effect, or if the certificates therefor are not delivered to Lender upon request and such nondelivery is not cured within ten (10) days after written notice thereof from Lender; (A) if Borrower voluntarily transfers or encumbers all or any portion of the Mortgaged Property; or (B) if any direct or indirect interest in Borrower is voluntarily transferred or assigned, other than, in each case, for Permitted Encumbrances or as is permitted hereunder; (v) if any representation or warranty made by Borrower herein or in any other Loan Document shall be false in any manner which would have a Material Adverse Effect as of the date the representation or warranty was made and such Default is not cured within thirty (30) days after written notice thereof from Lender (if such default is susceptible to cure); provided, however, that if such Default is susceptible of cure but cannot -------- ------- reasonably be cured within such 30-day period and provided further that Borrower shall have commenced to cure such Default within such 30-day period and thereafter diligently and expeditiously proceeds to cure the same, such 30-day period shall be extended for an additional period of time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, but the aggregate cure period under this subsection (v) shall not exceed one hundred and twenty (120) days; (vi) if Borrower shall make an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay if Borrower shall generally not be paying its debts as they fall become due; (vii) if a receiver, liquidator or trustee shall be appointed for Borrower or if Borrower shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower, or if any proceeding for the dissolution or liquidation of Borrower shall be instituted; provided, however, if such appointment, adjudication, petition -------- ------- or proceeding was involuntary and not consented to by Borrower, upon the same not being discharged, stayed or dismissed within 90 days; (viii) Reserved; (ix) either Party terminates this Agreement and/or if Borrower takes any action that breaches in any material and adverse respect any of its negative covenants contained in Section 6.1 or if Borrower breaches in any material and adverse respect any covenant contained in SCHEDULE 4B hereof and, if the same is susceptible of cure, the same is not cured within thirty (30) days after written notice thereof from Lender; provided, that no such cure of a breach of any covenant contained in SCHEDULE 4B hereof shall be effective Confirmation unless Borrower causes to be delivered to an opinion as to non-consolidation in form and substance and from counsel satisfactory to Lender, which opinion takes into account such breach; (or service to one or more Accountsx) for any reason except for a termination resulting from if an Event of Default committed by as defined or described in any of the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; Loan Documents occurs; (xi) either Party falls if Borrower shall continue to perform be in default under any material covenant of the other terms, covenants or obligation set forth in conditions of this Agreement or any effective Confirmation other Loan Document not otherwise specified in this Section 10.1 (except a) for ten (10) days after notice to Borrower from Lender, in the extent case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, -------- however, that if such failure constitutes non-monetary Default is susceptible of cure but ------- cannot reasonably be cured within such 30-day period and provided further that Borrower shall have commenced to cure such default within such 30-day period and thereafter diligently and expeditiously proceeds to cure the same, such 30-day period shall be extended for an additional period of time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, but the aggregate cure period under this subsection (xi) shall not exceed one hundred and twenty (120) days; (xii) unless (a) Borrower, after obtaining any consents or waivers from the ground lessor under the Ground Lease, causes the Mortgaged Property then owned by Borrower to come under management by another Acceptable Manager: (A) the Manager shall commence any action or proceeding (y) under any federal or state bankruptcy, insolvency, rehabilitation or liquidation law now or hereafter in effect, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a separate Event bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (z) seeking appointment of Default)a trustee, receiver or custodian under any such law for it or for all or substantially all of its assets, or the Manager shall make a general assignment for the benefit or its creditors; or (xiiB) either Party makes there shall be commenced against the Manager any action or proceeding of a representation nature referred to in clause (A) above which (y) results in the entry of any order for relief or warranty that is false any such adjudication or misleading appointment and (z) remains undismissed, undischarged or unbonded for a period of 60 days; or (C) there shall be commenced against the Manager any action or proceeding seeking issuance of a warrant of attachment, execution, distraint or similar process against all or substantially all of its assets which results in any material respect at any time during the term of this Agreement. Upon the occurrence entry of an Event of Defaultorder for any such relief that shall not have been vacated, discharged, stayed satisfied or bonded pending appeal within 60 days from the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penalty.entry thereof; or

Event of Default. “Event This Lease is made on the condition that, if any one or more of Default” means the following events shall happen: a. Tenant shall default in the timely payment of the Rent or any other amounts payable hereunder, and such default shall continue for three (i3) Buyer fails days following the receipt of written notice from Landlord; or b. Tenant shall neglect or fail to provide adequate assurance perform or observe any of performance the other covenants herein contained on Tenant's part to Seller pursuant be performed or observed, and Tenant shall fail to Article remedy the same within fifteen (15) days after Landlord shall have given to Tenant written notice specifying such neglect or failure (or within such period, if any, as may be reasonably required to cure such default), if it is of such nature that it cannot be cured within said 15-day period, provided that Tenant shall have commenced to effect such cure and shall proceed with due diligence to complete such cure; or c. Tenant shall: (1) be adjudicated a bankrupt or insolvent, or (2) file, or threaten to file, a petition in bankruptcy or for reorganization or for the adoption of an arrangement under the Bankruptcy Act (as now or in the future amended), or (3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes make an assignment or any general arrangement of its property for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or d. Tenant shall vacate or otherwise commences, authorizes, or acquiesces abandon the Premises; then in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by such events, Landlord shall have the other Party; (x) Seller fails right, at its election, provided Landlord had given prior written notice to sell and schedule for delivery, Tenant then or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during thereafter and while such event of default shall continue, either: (1) To give Tenant written notice of Landlord's intention to terminate this Lease on the date of such given notice or any later date specified herein, and on such specified date Tenant's right to possession of the Lease Premises shall cease, and this Lease shall thereupon be terminated; or (2) Without further notice, to reenter and take possession of the Premises, or any part thereof, and repossess the same as Landlord's former estate, and expel Tenant and those claiming through or under Tenant, and remove the effects of either or both (forcibly, if necessary) without being deemed guilty of any manner of trespass and without prejudice to any remedies for arrears of rent or preceding breach of covenants. Should Landlord elect to reenter as provided in this Section (2), or should Landlord take possession pursuant to legal proceedings or any notice provided for by law, Landlord may, from time to time, without terminating this Lease, relet the Premises, or any part thereof, on behalf of Tenant for such term of this Agreement. Upon the occurrence of an Event of Defaultor terms, the Party not committing the Event of Default and at such rent or rents, and upon such other terms and conditions as Landlord may deem advisable (“Non-Defaulting Party”which may include concessions and free rent) shall have with the right to suspend service and/or make alterations and repairs to the Premises. No such reentry or taking possession of the Premises by Landlord shall be construed as an election on Landlord's part to terminate this AgreementLease, including all effective Confirmations, in addition unless a written notice of termination is given to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyTenant.

Event of Default. “(a) The occurrence of any one of the following shall constitute an Event of Default” means Default with respect to Seller: (i) Buyer fails Seller shall fail to provide adequate assurance of performance make payments for undisputed amounts due under this Agreement to Seller pursuant to Article 3; Purchaser within five (5) Business Days after notice from Purchaser that such payment is due; (ii) Buyer fails Seller shall: (a) admit in writing its inability to pay undisputed amounts by the invoice due dateits debts as such debts become due; (iiib) either Party makes an make a general assignment or any general an arrangement or composition with or for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vic) either Party files fail to controvert in a petition or otherwise commences, authorizestimely and appropriate manner, or acquiesces acquiesce in the commencement of a proceeding or causes writing to, any petition filed against such Party under any bankruptcy or similar law Law; or (d) take any action for the protection purpose of creditors effecting any of the foregoing and Seller shall fail to cure such action or has such petition filed failure within sixty (60) days; (iii) A proceeding or proceeding commenced against itcase shall be commenced, without the application or consent of Seller , in any court of competent jurisdiction, seeking: (a) its liquidation, reorganization of its debts, dissolution or winding-up, or the composition or readjustment of its debts; (viib) either Party otherwise becomes bankrupt the appointment of a receiver, custodian, liquidator or insolvent the like of Seller or of all or any substantial part of its assets; or (however evidencedc) similar relief in respect of Seller under any Law relating to bankruptcy, insolvency, reorganization of its debts, winding-up, or the composition or adjustment of debt, and such proceeding shall remain in effect, for a period of one hundred twenty (120) days; (iv) Seller makes an assignment of this Agreement in violation of Section 18.2 unless cured within (30) Days after notice thereof by Purchaser; (v) Any representation made by Seller under Article XI shall be false in any material respect when made, unless cured within thirty (30) Days after notice thereof by Purchaser; or (vi) Seller shall fail to comply with any other material provision of this Agreement (other than the obligation to pay money when due); , and such failure shall continue uncured for thirty (viii30) either Party Days after notice thereof by Purchaser, provided that if such failure is unable not capable of being cured within such period of thirty (30) Days with the exercise of reasonable diligence, then such cure period shall be extended for an additional reasonable period of time (not to exceed 120 Days) so long as Seller is exercising reasonable diligence to cure such failure. (b) The occurrence of any one of the following shall constitute an Event of Default with respect to Purchaser: (i) Purchaser shall fail to make payments for undisputed amounts due under this Agreement to Seller within five (5) Business Days after notice from Seller that such payment is due; (ii) Purchaser shall: (a) admit in writing its inability to pay its debts as they fall such debts become due; (ixb) either Party terminates this Agreement and/or any effective Confirmation (make a general assignment or service to one an arrangement or more Accounts) composition with or for any reason except for a termination resulting from an Event the benefit of Default committed by the other Partyits creditors; (xc) Seller fails fail to sell controvert in a timely and schedule for deliveryappropriate manner, or Buyer fails to purchase and receive natural gas acquiesce in accordance with writing to, any effective Confirmation; (xi) either petition filed against such Party falls to perform under any material covenant bankruptcy or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default)similar Law; or (xiid) either Party take any action for the purpose of effecting any of the forgoing and Purchaser shall fail to cure such action or failure within sixty (60) Days; (iii) A proceeding or case shall be commenced, without the application or consent of Purchaser, in any court of competent jurisdiction, seeking: (a) its liquidation, reorganization of its debt, dissolution or winding up, or composition or readjustment of its debt; (b) the appointment of a receiver, custodian, liquidator or the like of Purchaser or of all or any substantial part of its assets; or (c) similar relief in respect of Purchaser under any Law relating to bankruptcy, insolvency, reorganization of its debts, winding-up, composition or adjustment of debts, and such proceeding shall remain in effect, for a period of 120 Days; (iv) Seller makes a an assignment of this Agreement in violation of Section 18.2 unless cured within thirty (30) Days after notice thereof by Seller; (v) Any representation or warranty that is made by Purchaser under Article XI shall be false or misleading in any material respect at when made, unless cured within (30) Days after notice thereof by Seller; or (vi) Purchaser shall fail to comply with any time during the term other material provision of this Agreement. Upon Agreement (other than the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right obligation to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”pay money when due), and such failure shall continue uncured for thirty (30) Days after notice thereof by Seller, provided that if such failure is not capable of being cured within such period of thirty (30) Days with the exercise of reasonable diligence, then the Defaulting Party shall pay and the Non-Defaulting Party such cure period shall be entitled to, extended for an additional reasonable period of time (not to exceed 120 Days) so long as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult Purchaser is exercising reasonable diligence to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltycure such failure.

Event of Default. The happening of any one or more of the following events shall constitute an “Event of Default” means ”: (a) Tenant fails to pay when due any Rent, and such default continues for five (5) Business Days after receipt of written notice from Land lord; provid ed, however, that Tenant shall not be entitled to more than two (2) notices of a delinquency in a monetary obligation during any 12-month period, and if thereafter any Rent is not paid when due, an Event of Default shall be considered to have occurred even though no notice thereof is giv en; (b) Tenant fails to comply with its obligations under any provision of this Lease or any other agreement between Landlord and Tenant not requiring the payment of money , and such failure continues for a period of thirty (30) days after written notice of such default is delivered to Tenant; provided, however, if such condition cannot reasonably be cured within such 30-day period, it instead shall be an Event of Default if Tenant fails to commence to cure such condition within such thirty (30) day period and thereafter fails to prosecute such action diligently or fails to cure the same within 120 days; (c) If (i) Buyer fails to provide adequate assurance Tenant or any guarantor of performance to Seller pursuant to Article 3; this Lease (iiif any, each, a “Guar antor”) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an a general assignment or any general arrangement for the benefit of creditors; , (ii) a petition for adjudication of bankruptcy or for reorganization or rearrangement is filed by or against Tenant or any Guarantor and is not dismissed within ninety (90) days , (iii) a trustee or receiver is appointed to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease and possession is not restored to Tenant within ninety (90) days or (iv) either Party defaults substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in any payment obligation this Lease is subjected to the attachment, execution or other Partyjudicial or non-judicial seizure which is not discharged within ninety (90) days; (vd) either Party defaults This Lease or the estate of Tenant hereunder shall be transferred to or shall pass to or devolve upon any other person or party in any material payment obligation to any violation of its creditorsSection 13 of this Lease; or (vie) either Party files a petition Any event which is expressly defined as or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from deemed an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in under this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this AgreementLease. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penalty.20.2

Event of Default. “The occurrence of any one or more of the following events (an "Event of Default” means ") shall constitute a default and breach of this Lease by Tenant: (ia) Buyer fails The failure by Tenant to provide adequate assurance make any payment of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment rent or any general arrangement for other payment requited to be made by Tenant hereunder, as and when due, and such failure shall not have been cured within three (3) business days after written notice thereof from Landlord. Any such notice shall constitute the benefit notice required under Section 1161 of creditors; the California Code of Civil Procedure (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (related or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for deliverysuccessor statutes regarding unlawful detainer actions), or Buyer fails to purchase and receive natural gas provided such notice is given in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant the requirements of such statute. Furthermore, if three or obligation set forth in this Agreement or any effective Confirmation (except to the extent more such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading failures shall occur in any material respect at any time one year period during the term of this Agreement. Upon the occurrence of Lease, then, unless applicable law requires otherwise, each and every succeeding failure to pay any sum payable hereunder when due shall constitute an Event of Default, the Party and Tenant shall not committing the Event of Default be entitled to a three (“Non-Defaulting Party”3) day cure period or notice from Landlord with respect to any such failure to pay; (b) Tenant's failure to perform any other term, covenant or condition contained in this Lease and such failure shall have continued for fifteen (15) days after written notice of such failure is given to Tenant; provided that, where such failure cannot reasonably be cured within said fifteen (15) day period, Tenant shall not be in default if Tenant commences such cure within said fifteen (15) day period and thereafter diligently continues to pursue all reasonable efforts to complete said cure until completion thereof; (c) Tenant's failure to continuously and uninterruptedly conduct its business in the right to suspend service and/or terminate this Agreementpremises for a period of more than forty-five (45) consecutive days, including or Tenant's removal of all effective Confirmationsor substantially all of its equipment and other possessions from the premises; (d) ▇▇▇▇▇▇'s assignment of its assets for the benefit of its creditors; (e) The sequestration of, in addition to attachment of, or execution on, any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out substantial part of the Event property of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event Tenant or on any property essential to the conduct of Default occur, damages would be difficult to ascertain and quantifyTenant's business on the premises, and agree that this provision for calculating damages Tenant shall have failed to obtain a return or release on such property within sixty (i60) days thereafter, or prior to sale pursuant to such sequestration, attachment or execution, whichever is reasonable in light earlier; (f) An entry of any of the anticipated following orders by a court having jurisdiction, and such order shall have continued for a period of sixty (60) days: (1) an order for relief in any proceeding under Title 11 of the United States Code, or actual harman order adjudicating Tenant /s/ illegible /s/ MAB ------------- ------- Landlord 19 Tenant to be bankrupt or insolvent; (2) an order appointing a receiver, (ii) shall be followed trustee or assignee of Tenant's property in lieu of bankruptcy or any other methods proceeding; or (3) an order directing the winding up or liquidation of calculating or estimating direct actual damagesTenant; or (g) The filing of a petition to commence against Tenant an involuntary proceeding under Title 11 of the United States Code, and Tenant shall fail to cause such petition to be dismissed within sixty (iii60) is not a penaltydays thereafter.

Event of Default. “Event ISP shall be deemed to be in default under the terms of Default” means (i) Buyer this MOU should any of the following occur as determined by DHCD in its sole and absolute discretion: a. ISP undergoes a merger or transfer of its assets; b. A receiver is appointed for ISP; c. A voluntary or involuntary petition under Title 11 of the U.S. Code is filed in the United States Bankruptcy Court naming ISP as a party; d. ISP fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer properly or timely complete the Project; e. ▇▇▇ fails to pay undisputed amounts by timely and diligently prosecute the invoice due date; (iii) either Party makes an assignment or work of the Project; f. ISP fails to meet any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) of the Milestones established in this MOU for any reason except for a termination resulting from which it has not obtained an Event extension of Default committed by the other Party; (x) Seller time; g. ISP fails to sell timely and schedule fully pay all of its construction contractors on the Project; h. ISP fails to cooperate with DHCD regarding inspections; i. ISP fails to timely and properly comply with the reporting requirements established in this MOU; j. ISP violates any local, state or Federal regulation, law or statute in connection with the prosecution of the Project; k. ISP breaches or has breached any agreement with the Counties of Greene, Madison and ▇▇▇▇▇▇▇▇ for deliverythe provision of internet service or wired or wireless communications service; l. ISP otherwise commits a breach of this MOU and fails to cure said breach within two (2) business following written notification of said breach from DHCD; m. ISP fails to timely supply DHCD with the CPM schedule; n. ISP fails to properly or timely update the CPM schedule; o. ISP fails to adhere to the CPM schedule; p. ISP fails to properly or timely make any one or more required reportings; q. ISP violates the terms of any permit or approval required for the prosecution of the work on the Project; and r. ISP, or Buyer any one or more of its subcontractors or any person or entity supplying labor, materials, work or equipment to ISP, takes any action or commits any inaction that jeopardizes or causes the Project or any milestones established under this MOU to not be properly or timely completed; and s. ISP fails to purchase and receive natural gas in accordance with notify DHCD of any effective Confirmation; (xi) either Party falls to perform any material covenant event, action, inaction or obligation set forth in this Agreement or any effective Confirmation (except to condition on the extent such failure constitutes a separate Event part of Default); or (xii) either Party makes a representation or warranty ISP that is false or misleading in any material respect at any time during would constitute an event of default under the term terms of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyMOU.

Event of Default. Each of the following shall be an event of default by Tenant under this Lease (each, an “Event of Default” means ”): (ia) Buyer fails to provide adequate assurance if any representation or warranty of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults Tenant set forth in any payment obligation to the other Party; (v) either Party defaults this Lease was intentionally false in any material payment obligation respect when made, or if Tenant intentionally renders any materially false statement or account when made; (b) if any Rent or other Monetary Obligation due under this Lease is not paid when due if such failure continues for more than three (3) Business Days after written notice from Landlord; provided, however, Landlord shall only be required to provide such notice and cure period twice in any twelve (12) month period; (c) if Tenant fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay results in the imposition of a lien against the Premises, unless Landlord has notified Tenant that Landlord has elected to pay such amount to the applicable taxing authority; (d) if there is an Insolvency Event affecting Tenant or a Guarantor; (e) if Tenant fails to observe or perform any of its creditorsthe other covenants, conditions or obligations of Tenant in this Lease; (vi) either Party files a petition or otherwise commencesprovided, authorizeshowever, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from failure shall not constitute an Event of Default committed by the other Party; (x) Seller fails to sell hereunder, unless otherwise expressly provided herein, unless and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) until Landlord shall have the right to suspend service and/or terminate this Agreementgiven Tenant notice thereof and a period of thirty (30) days shall have elapsed, including all effective Confirmationsduring which period Tenant may correct or cure such failure, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits 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 practically be cured within such thirty (30)‑day period, as determined by Landlord in its reasonable discretion, and Tenant is diligently pursuing a cure of such failure, then Tenant shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed one hundred twenty (120) days after receiving notice of such failure from Landlord unless the “Defaulting Party”failure to complete such cure within such one hundred twenty (120) day period is due to reasons beyond the reasonable control of Tenant. If Tenant shall fail to correct or cure such failure within such one hundred twenty (120) day period (unless the failure to complete such cure within such one hundred twenty (120) day period is due to reasons beyond the reasonable control of Tenant), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu deemed to have occurred hereunder without further notice or demand of any other methods kind being required; or (f) if the estate or interest of calculating Tenant in the Premises shall be levied upon or estimating direct actual damages, attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (iii90) days after it is not a penaltymade.

Event of Default. Each of the following shall constitute an “Event of Default” means ”: (ia) Buyer fails Tenant’s failure to provide adequate assurance make when due any payment of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice Base Rent, Pass-Through Expenses, additional rent or other sum when due date; (iii) either Party makes an assignment or any general arrangement hereunder provided that for the benefit of creditors; (iv) either Party defaults first late payment in any calendar year such late payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from shall not be an Event of Default committed unless such payment is not received by the other PartyLandlord within five (5) business days after written notice; (xb) Seller fails Tenant’s failure to sell perform or observe any covenant or condition of this Lease not otherwise specifically described in this paragraph, which failure shall continue for a period of twenty (20) days after Landlord sends Tenant written notice thereof; provided, however, that if such cure cannot reasonably be effected within such twenty (20) day period and schedule for deliveryTenant begins such cure within such twenty (20) day period and thereafter is pursuing such cure in good faith and with diligence and continuity during such twenty (20) day period, then Tenant shall have such additional time as is reasonably necessary to effect such cure up to a maximum of ninety (90) days; (c) Tenant shall desert or abandon the Premises or the same shall become, or Buyer fails shall appear to purchase and receive natural gas have become, vacant (whether or not the keys shall have been surrendered or the rent shall have been paid) unless Tenant has made adequate arrangements to protect against damage occurring in accordance with any effective Confirmationthe Premises; (xid) either Party falls an Event of Bankruptcy with respect to perform any material covenant or obligation set forth in this Agreement Tenant or any effective Confirmation Guarantor; (except e) Tenant or any Guarantor’s dissolution or liquidation; (f) any Environmental Default that is not cured within ten (10) business days after Landlord sends written notice thereof; provided, however, that if such cure cannot reasonably be effected within such 10-business day period and Tenant begins such cure within such 10-business day period and thereafter is pursuing such cure in good faith and with diligence and continuity during such 10-business day period, then Tenant shall have such additional time as is reasonably necessary to the extent effect such failure constitutes cure up to a separate Event maximum of Default)ninety (90) days; or (xiig) either Party makes a representation any sublease, assignment or warranty that is false or misleading in any material respect at any time during the term of this Agreementmortgage not permitted by Article VII. Upon the occurrence of an Event of DefaultGround Lease: The Ground Lease dated February 7, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement2017, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled tobetween Landlord, as its exclusive remedyground lessee and 2nd Avenue Real Estate Investments LLC, early termination damages arising out as ground lessor, a memorandum of which is recorded in the Event real property records of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occurKing County, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyWashington.

Event of Default. “Event of Default” means (i) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from CUI may declare that an Event of Default committed by has occurred if: (a) the other Party; (x) Seller fails Ultimate Recipient has failed or neglected to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas pay CUI any amount due in accordance with this Agreement; (b) the Eligible Project is not meeting its objectives or milestones as set out in Annex 1 – Statement of Work, is not completed to CUI’s satisfaction by the Completion Date or the Eligible Project is abandoned in whole or in part; (c) the Ultimate Recipient makes a materially false or misleading statement concerning support by His Majesty in any effective Confirmation; internal and/or public communication, other than in good faith; (xid) either Party falls the Ultimate Recipient becomes bankrupt or insolvent, goes into receivership, or takes the benefit of any statute, from time to perform any material covenant time in force, relating to bankrupt or obligation insolvent debtors; (e) an order is made or the Ultimate Recipient has passed a resolution for the winding up of the Ultimate Recipient, or the Ultimate Recipient is dissolved; (f) the Ultimate Recipient has, in the opinion of CUI, ceased to carry on business or has sold, disposed or transferred all or substantially all of its assets; (g) the Eligible Project is carried out outside of Southern Ontario, unless an exception is set forth out in Annex 1 – Statement of Work; (h) the Ultimate Recipient has submitted false or misleading information, or has made a false or misleading representation to CUI in this Agreement or any effective Confirmation in its application for the Funding; (except i) the Ultimate Recipient has failed to provide, within the required period, documentation to support to CUI’s satisfaction a claim relating to the extent such failure constitutes use of advanced funds; (j) the Ultimate Recipient has not, in the opinion of CUI, met or satisfied a separate Event of Default); term or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term condition of this Agreement. Upon ; (k) the occurrence Ultimate Recipient has not met or satisfied a term or condition under any other agreement of any kind with CUI; (l) the Ultimate Recipient has, in the sole opinion of CUI, committed an Event of Defaultact or done anything which might adversely impact CUI’s programs, services or reputation; (m) the Party Ultimate Recipient is not committing eligible or is otherwise not entitled to the Event of Default Funding; or (“Non-Defaulting Party”n) shall have the right to suspend service and/or terminate Ultimate Recipient has not complied with the reporting, monitoring, audit and evaluation requirements, specified in this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penalty.

Event of Default. (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default” means ”): (i) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; if (iiA) Buyer fails to pay undisputed amounts by any Monthly Debt Service Payment Amount is not paid on or before the invoice due date; date when due, (iiiB) either Party makes an assignment the Debt is not paid in full on the Maturity Date, or any general arrangement for (C) during a Cash Sweep Period, the benefit of creditors; monthly deposit (ivif any) either Party defaults in any payment obligation to the Ground Lease Reserve Account is not paid in full on or before the date when due or (D) any other Party; (v) either Party defaults in any material payment obligation to any portion of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces the Debt not specified in the commencement of a proceeding foregoing subclause (A), subclause (B) or causes under any bankruptcy subclause (C) is not paid on or similar law prior to the date when the same is due with such failure continuing for the protection of creditors or has such petition filed or proceeding commenced against it; five (vii5) either Party otherwise becomes bankrupt or insolvent Business Days after ▇▇▇▇▇▇ delivers written notice thereof to Borrower, (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from provided, it shall not be an Event of Default committed by if there are sufficient funds in the other Party; (x) Seller Cash Management Account or the Excess Cash Flow Reserve Account to pay any such amounts prior to the date upon which such payment becomes delinquent and Lender is required to use such amounts for the payment of such amount hereunder and Servicer or Lender fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas make such payment in accordance with the Loan Documents); (ii) if any effective Confirmationof the (A) real property Taxes are not paid when the same become delinquent, subject to Borrower’s rights to contest same as provided herein (provided, it shall not be an Event of Default if there are sufficient funds in the Tax and Insurance Reserve Account to pay such Taxes prior to the date upon which such payment becomes delinquent and Lender is required to use such amounts for the payment of such Taxes hereunder and Servicer or Lender fails to make such payment in accordance with the Loan Documents) or (B) material Other Charges are not paid on or prior to the date when the same become delinquent with such failure continuing for five (5) Business Days after ▇▇▇▇▇▇ delivers written notice thereof to Borrower; (iii) if the Policies are not kept in full force and effect to the extent required by, and subject to, Section 6.1 hereof; provided, it shall not be an Event of Default if there are sufficient funds in the Tax and Insurance Reserve Account or the Excess Cash Flow Reserve Account to pay for such Policies and Lender is required to use such amounts for the payment of such Policies hereunder and Servicer or Lender fails to make such payment in accordance with the Loan Documents; (xiiv) either Party falls if Borrower shall fail to perform any material covenant or obligation deliver to Lender certificates of insurance evidencing the Policies and such other documentation as reasonably requested by Lender in respect of the Policies within the applicable time periods set forth in Section 6.1(b). hereof and such failure is not cured within ten (10) Business Days of receipt of notice from Lender to Borrower; provided, it shall not be an Event of Default if Borrower is unable to deliver such certificates of insurance and/or other documentation as a result of (1) the Policies no longer being in effect, (2) there are or were sufficient funds in the Tax and Insurance Reserve Account or the Excess Cash Flow Reserve Account to pay for such Policies and (3) Lender is required to use such amounts for the payment of such Policies hereunder and Servicer or Lender fails to make such payment in accordance with the Loan Documents; (v) if any Transfer is consummated in violation of the provisions of Section 5.2.10 hereof; provided, however, that if such violation arises solely from a failure to provide any required notice or information (other than KYC Searches) pursuant to the applicable provisions of the Loan Documents with respect to a Transfer that is otherwise permitted in accordance with the terms of this Agreement or any effective Confirmation (except to the extent including, without limitation, a Permitted Transfer), then, without limiting clause (xiv) below, such failure constitutes a separate violation shall not constitute an Event of DefaultDefault pursuant to this clause (v); or ; (xiivi) either Party makes a if any representation or warranty that is made by Borrower herein or by Borrower or Guarantor in any other Loan Document, or in any certificate or other instrument or agreement made by Borrower or Guarantor in favor of Lender in connection with the Loan shall have been false or misleading in any material adverse respect at any time during as of the term date the representation or warranty was made, provided (x) that if such untrue representation or warranty is susceptible of this Agreement. Upon the occurrence of an Event of Defaultbeing cured or corrected, the Party not committing the Event of Default (“Non-Defaulting Party”) Borrower or Guarantor, as applicable, shall have the right to suspend service cure such representation or warranty within thirty (30) days of receipt of notice from Lender to Borrower and (y) with respect to any representation or warranty made by Guarantor which shall have been false or misleading in any material adverse respect as of the date the representation or warranty was made (a “Guarantor Misrepresentation”), it shall not be an Event of Default under this Section 8.1(a)(vi) if any other Guarantor and/or terminate this Agreementone or more Replacement Sponsor Guarantors, including Replacement Affiliate Guarantors and/or Replacement Guarantors shall have assumed or otherwise agreed to become liable for all effective Confirmationsof the liabilities and obligations of the Guarantor who made such Guarantor Misrepresentation under the Loan Documents executed by such Guarantor, in addition each instance, in accordance with the terms hereunder and the terms of the Guaranty and such other Guarantor, Replacement Sponsor Guarantor, Replacement Affiliate Guarantor or Replacement Guarantor is able to make the representation or warranty that was the subject of the Guarantor Misrepresentation; (vii) if Borrower or any and all other remedies available hereunder. 5. REMEDY 5.1 During SPE Constituent Entity shall make an assignment for the benefit of creditors; (viii) if a receiver, liquidator or trustee shall be appointed for Borrower or any Delivery PeriodSPE Constituent Entity or if Borrower or any SPE Constituent Entity shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to the Bankruptcy Code shall be filed by or against or consented to by Borrower or any SPE Constituent Entity, or if any proceeding for the dissolution or liquidation of Borrower or any SPE Constituent Entity shall be instituted; provided, however, if either Party commits such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower or any SPE Constituent Entity it shall only be an Event of Default upon the same not being discharged, stayed or dismissed within ninety (90) days; (ix) only upon the declaration by Lender that the same constitutes an Event of Default (which declaration may be made by Lender in its sole discretion) if (A) any Guarantor shall make an assignment for the benefit of creditors or if, (B) a receiver, liquidator or trustee shall be appointed for any Guarantor or if any Guarantor shall be adjudicated a bankrupt or insolvent, or if (C) any petition for bankruptcy, reorganization or arrangement pursuant to the Bankruptcy Code shall be filed by or against or consented to by any Guarantor, or if (D) any proceeding for the dissolution or liquidation of any Guarantor shall be instituted (a “Defaulting PartyGuarantor Bankruptcy Event”); provided, then however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by such Guarantor, upon the Defaulting Party same not being discharged, stayed or dismissed within ninety (90) days; and provided, further, it shall pay and the Non-Defaulting Party shall not be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occurunder this Section 8.1(a)(ix) if any other Guarantor and/or any one or more Replacement Sponsor Guarantors, damages would be difficult Replacement Affiliate Guarantors and/or Replacement Guarantors shall have assumed or otherwise agreed to ascertain become liable for all of the liabilities and quantifyobligations of the Guarantor subject to such Guarantor Bankruptcy Event under the Loan Documents executed by such Guarantor, in each instance, in accordance with the terms hereunder, and agree the terms of the Guaranty; (x) if Borrower or Guarantor voluntarily assigns in writing its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in violation of the Loan Documents, provided, it shall not be an Event of Default under this Section 8.1(a)(x) if with respect to such an assignment by Guarantor, any other Guarantor and/or any one or more Replacement Sponsor Guarantors, Replacement Affiliate Guarantors and/or Replacement Guarantors shall have assumed or otherwise agreed to become liable for all of the liabilities and obligations of the Guarantor subject to such assignment under the Loan Documents executed by such Guarantor, in each instance, in accordance with the terms hereunder, and the terms of the Guaranty; (xi) if Borrower breaches any covenant contained in Section 5.1.28 hereof, provided, however, that any such breach shall not constitute an Event of Default (A) if such breach is inadvertent and non-recurring, (B) if such breach is curable, if Borrower shall promptly cure such breach within thirty (30) days after Borrower obtains knowledge of such breach, and (C) upon the written request of ▇▇▇▇▇▇, if Borrower promptly delivers to Lender an Additional Insolvency Opinion or a modification of the Insolvency Opinion to the effect that such breach shall not alter the conclusions set forth in the opinions rendered in the Insolvency Opinion, which opinion or modification and the counsel delivering such opinion and modification shall be acceptable to Lender in its sole discretion; (xii) with respect to any term, covenant or provision set forth herein or in any other Loan Document which specifically contains a notice requirement or grace period, if Borrower shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period, provided, however, if such provision does not specifically provide that Borrower’s default under such term, covenant or condition beyond such notice requirement and/or grace period constitutes an immediate Event of Default, clause (xvi) of this provision for calculating damages Section 8.1(a) shall apply; (xiii) if any of the factual assumptions related to Borrower contained in the Insolvency Opinion delivered to Lender in connection with the Loan, or in any Additional Insolvency Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect, provided, however, that any such breach shall not constitute an Event of Default (A) (i) if such breach is reasonable in light of the anticipated inadvertent and nonrecurring or actual harm, (ii) if such breach is curable, if Borrower shall promptly cure such breach within thirty (30) days after Borrower obtains knowledge of such breach, and (B) upon the written request of ▇▇▇▇▇▇, if Borrower promptly delivers to Lender an Additional Insolvency Opinion or a modification of the Insolvency Opinion to the effect that such breach shall not alter the conclusions set forth in the opinions rendered in the Insolvency Opinion, which opinion or modification and the counsel delivering such opinion and modification shall be followed acceptable to Lender in lieu its sole discretion; (xiv) if a material default by ▇▇▇▇▇▇▇▇ has occurred and continues beyond any applicable notice or cure period under the Management Agreement (or any Replacement Management Agreement) that permits the Manager thereunder to terminate or cancel the Management Agreement (or any Replacement Management Agreement) or the term of the Management Agreement (or any Replacement Management Agreement) expires and Lender delivers a written notice of Event of Default in connection therewith to Borrower (a “Management Default Election Notice”) (unless, within forty-five (45) days after receipt of such Management Default Election Notice, (I) Borrower and a new Qualified Manager enter into a Replacement Management Agreement in accordance with Section 5.1.22, (II) ▇▇▇▇▇▇▇▇ has elected to release the applicable Individual Property released in accordance with Section 2.6.1(c) hereof and releases the Individual Property in accordance with the provisions thereof or (III) the applicable Manager waives such material default); (xv) if a material default by Borrower has occurred and continues beyond any applicable notice or cure period under any REA that permits any other party to such REA to enforce the REA against Borrower in a manner that is reasonably expected to have an Individual Material Adverse Effect with respect to any Individual Property or an Aggregate Material Adverse Effect, and ▇▇▇▇▇▇ delivers a written notice of Event of Default in connection therewith to Borrower (a “REA Default Election Notice”) (unless, within forty-five (45) days after receipt of such REA Default Election Notice, (I) Borrower has cured such material default under the REA, (II) Borrower has elected to release the applicable Individual Property released in accordance with Section 2.6.1(c) hereof and releases the Individual Property in accordance with the provisions thereof or (III) the applicable counterparty waives such material default); (xvi) if Borrower continues to be in Default under any of the other terms, covenants or conditions of this Agreement or the other Loan Documents not specified in clauses (i) to (xv) above or (xvii) to (xix) below, and such Default shall continue for ten (10) days (or such longer period as expressly provided for in this Agreement or in the Loan Documents) after written notice to Borrower from Lender, in the case of any such Default which can be cured by the payment of a sum of money, or for thirty (30) days after written notice to Borrower from Lender in the case of any other methods Default; provided, however, that if such non‑monetary Default is susceptible of calculating cure but cannot reasonably be cured within such thirty (30) day period and provided further that Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed ninety (90) days; provided, with respect to any such default hereunder or estimating direct actual damagesunder any of the other Loan Documents which is caused solely by actions or omissions of Guarantor (a “Guarantor Default”), it shall not be an Event of Default under this Section 8.1(a)(xvii) if any other Guarantor and/or any one or more Replacement Sponsor Guarantors, Replacement Affiliate Guarantors and/or Replacement Guarantors shall have assumed or otherwise agreed to become liable for all of the liabilities and obligations of the Guarantor who caused such Guarantor Default hereunder or under the Loan Documents executed by such Guarantor, in each instance, in accordance with the terms hereunder and the terms of the Guaranty; and (iiixvii) is not a penaltyif Borrower shall fail to obtain and/or maintain the Interest Rate Protection Agreement or Replacement Interest Rate Protection Agreement, as applicable, as required pursuant to Section 2.2.7 hereof. (xviii) if the applicable Individual Borrower materially breaches or materially defaults in the performance of any condition or obligation of such Individual Borrower contained in the Ground Lease and such material breach or

Event of Default. Tenant shall not be deemed to be in default hereunder unless an Event of Default, as hereinafter specified, has occurred. Each of the following shall constitute and “Event of Default” means by Tenant hereunder: (ia) Buyer fails to provide adequate assurance Failure on the part of performance to Seller pursuant to Article 3; (ii) Buyer fails Tenant to pay undisputed amounts the Rent or perform the services which are described as Additional Rent. (b) Failure on the part of Tenant to comply with or perform any other term, covenant, condition or agreement to be complied with or performed by Tenant and continuance of such failure for thirty (30) days after written notice from Landlord to Tenant, or, if the invoice due date; failure is of such a character as cannot reasonably be cured within said thirty (iii30) either Party makes an assignment or days, failure to initiate within said thirty (30) day period such action as reasonably can be taken toward curing the same and/or failure to prosecute such action as promptly as is reasonably possible after said action is initiated. (c) If any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell shall have occurred and schedule for deliveryshall be continuing, then or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during thereafter Landlord may give Tenant written notice of Landlord’s intention to terminate this Lease on a date specified in such notice, which date shall not be less than thirty (30) days after the date of giving of such notice, and upon the giving of such notice and the expiration of said thirty (30) day period, the Term hereof and the estate hereby granted shall expire on the date so specified in said notice with the same effect as if the date specified in said notice were the date hereinbefore fixed for the expiration of the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyLease.

Event of Default. “The occurrence of one or more of the ---------------- following events shall be an "Event of Default” means " hereunder: ---------------- (i) Buyer fails if on any Payment Date the funds in the Debt Service Payment Sub-Account are insufficient to provide adequate assurance pay the Required Debt Service Payment due on such Payment Date; provided, however, that if a Cash Management Event has not occurred, such failure shall not constitute an Event of performance to Seller pursuant to Article 3; Default if Borrower shall cure such failure within five (5) days after such Payment Date; (ii) Buyer if on any Payment Date Borrower fails to pay undisputed amounts by the invoice Required Debt Service Payment due dateon such Payment Date; provided, however, that if a Cash Management Event has not occurred, such failure shall not constitute an Event of Default if Borrower shall cure such failure within five (5) days after such Payment Date; (iii) either Party if Borrower fails to pay the outstanding Indebtedness on the Maturity Date; (iv) if on any Payment Date on which Borrower is required under this Agreement to pay a Basic Carrying Costs Monthly Installment, Borrower and/or Operator fails to pay the Basic Carrying Costs Monthly Installment or the Capital Reserve Monthly Installment due on such Payment Date; provided, however, that if a Cash Management Event has not occurred, such failure shall not constitute an Event of Default if Borrower and/or Operator shall cure such failure within five (5) days after such Payment Date; (v) if on the date any payment of a Basic Carrying Cost would become delinquent, unless such Basic Carrying Cost was already paid, the funds in the Basic Carrying Costs Sub-Account are insufficient to make such payment; (vi) the occurrence of the events identified elsewhere in the Loan Documents as constituting an "Event of Default" hereunder or thereunder; 107 (vii) a Transfer, unless the prior written consent of Lender is obtained (which consent may be withheld with or without cause in Lender's discretion); (viii) if Borrower or Operator fails to pay any other amount payable pursuant to this Agreement or any other Loan Document when due and payable in accordance with the provisions hereof or thereof, as the case may be, and such failure is not remedied within any applicable grace periods; (ix) if any representation or warranty made herein or in any other Loan Document, or in any report, certificate, financial statement or other Instrument, agreement or document furnished by Borrower or Operator in connection with this Agreement, the Note or any other Loan Document executed and delivered by Borrower or Operator, shall be false in any material respect as of the date such representation or warranty was made or remade; (x) if Borrower or Operator makes an assignment or any general arrangement for the benefit of creditors; (xi) if a receiver, liquidator or trustee shall be appointed for Borrower or Operator or if Borrower or Operator shall be adjudicated as bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by Borrower or Operator or if any proceeding for the dissolution or liquidation of Borrower or Operator shall be instituted; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a provided, however, that if such appointment, adjudication, petition or otherwise commencesproceeding was involuntary and not consented to by Borrower or Operator as the case may be, authorizesupon the same not being discharged, stayed or acquiesces in the commencement of a proceeding dismissed within 90 days; or causes under any bankruptcy if Borrower or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay Operator shall generally not be paying its debts as they fall become due; (xii) if either Borrower or Operator attempts to delegate its obligations or assign its rights under this Agreement, any of the other Loan Documents or any interest herein or therein, except as permitted by this Agreement; (xiii) except as permitted under this Agreement, if any provision of any organizational document of Borrower is amended or modified in any respect, or if Borrower, Operator or Borrower's Trustee or any of their respective partners, members, beneficial owners, trustees or shareholders as applicable, fails to perform or enforce the provisions of such organizational documents or attempts to dissolve Borrower or 108 (a) (E) or 6.1(b)(E); --------- --------- (ixxiv) either Party terminates if Borrower or Operator fails to (A) notify Lender of the occurrence of a Default under any of the Loan Documents within ten (10) Business Days of the day on which Borrower or Operator first has knowledge of such Default or (B) give any notice due to any Person under any Loan Document (a) within five (5) Business Days after such notice was due or (b) in accordance with the applicable procedural requirements set forth in the Loan Documents; (xv) if Borrower or Operator shall be in default under any of the other obligations, agreements, undertakings, terms, covenants, provisions or conditions of this Agreement and/or Agreement, the Note, the Mortgages or the other Loan Documents, not otherwise referred to in this Section 7.1, for ----------- ten (10) Business Days after written notice to Borrower or Operator, as applicable, from Lender or its successors or assigns, in the case of any effective Confirmation default which can be cured by the payment of a sum of money or for thirty (30) Business Days after written notice to Borrower or Operator, as applicable, from Lender or its successors or assigns, in the case of any other default (unless otherwise provided herein or in such other Loan Document); provided, however, that if such non-monetary default under this -------- ------- subparagraph is susceptible of cure but cannot reasonably be cured within ------------ such thirty (30) Business Day period and provided further that Borrower shall have commenced to cure such default within such thirty (30) Business Day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) Business Day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such default, but in no event shall such period exceed one hundred twenty (120) days after the original notice from Lender; provided, further, -------- ------- if Borrower or Operator provides to Lender a certificate certifying and demonstrating that Borrower or Operator is diligently attempting to cure such default as determined by Lender in its reasonable discretion and such non-monetary default still is capable of being cured as determined by Lender in its reasonable discretion and if Borrower or Operator, as applicable, is diligently attempting to cure such default, as determined by Lender in its reasonable discretion, such period shall be extended by Lender in its reasonable discretion for an additional period of time not to exceed sixty (60) days; (xvi) if an event or condition specified in Sections 5.1(a)(T) -------- --------- or 5.1(b)(T) shall occur or exist with respect to any Plan or Multiemployer --------- Plan and, as a result of such event or condition, together with all other such events or conditions, Borrower or 109 any ERISA Affiliate shall incur or in the opinion of Lender shall be reasonably likely to incur a liability to a Plan, a Multiemployer Plan or PBGC (or service any combination of the foregoing) which would constitute, in the reasonable determination of Lender, a Material Adverse Effect; (xvii) if without Lender's prior written consent (A) any management agreement (other than the Management Agreement) is entered into for the Facility or (B) after the execution of a Management Agreement pursuant to one Section 5.1(b)(P) there is any change in or more Accountstermination of such ----------------- Management Agreement for the Facility; (xviii) for if any reason except for a termination resulting from an Event of Default committed occurs (as to any party) under the Operating Lease (subject to any applicable notice and cure periods required under the Operating Lease); (xix) if Borrower shall fail to correct, within the time deadlines set by any health, licensing or similar agency, any deficiency that justifies either of the other Partyfollowing actions by such agency with respect to the Facility and such agency commences a termination of any License; (xx) if the Facility is assessed material fines or penalties (as distinguished from establishment of standard settlement accounts) by any state or health, licensing or similar agency having jurisdiction over Borrower, Operator or the Facility; (xxi) if (A) Borrower shall fail to pay any amount due with respect to the FBTC Debt when due and such failure shall continue beyond any applicable grace period or (B) a default or event of default shall occur with respect to the FBTC Debt which shall continue beyond any applicable grace period or (C) if any of the loan documents evidencing the FBTC Loan is amended without the Lender's prior written consent; and (xxxii) Seller if Operator fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance provide Lender with any effective Confirmation; the written notice (xitogether with the required deliveries) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation Section 8.33 ------- ---- which failure is not remedied within five (except to the extent such failure constitutes a separate Event of Default); or (xii5) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out days of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain date such written notice and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltydeliveries were due.

Event of Default. “Event 1. The following events shall be deemed as Events of Default” means : (a) The Domestic Company fails to pay the technology development, consulting and service fees payable under the Service Agreement in full and on time; (b) Any representation or warranty made by the Pledgors and the Domestic Company in Article 5 hereof is materially misleading or incorrect, and/or the Pledgors and the Domestic Company breach any of the representations and warranties set forth in Article 5 hereof; (c) The Pledgors breach any of the undertakings set forth in Article 6 hereof; (d) The Pledgors breach any provision hereof; (e) The Pledgors forfeit the Pledged Equity Interests for any reason or transfer the Pledged Equity Interests without the written consent of the Pledgee except as provided in Article 6.1 (a) hereof; (f) Any loan, security, indemnity, undertaking or other debt repayment obligations of the Pledgors to external parties (1) are required to be repaid or performed in advance due to a breach of contract; or (2) have become due but cannot be repaid or performed as scheduled, so that the Pledgee considers that the ability of the Pledgors to perform their obligations hereunder has been affected; (g) The Pledgors are unable to pay general debts or other liabilities, so that the Pledgee considers that the Pledgors’ ability to perform their obligations hereunder has been affected; (h) The promulgation of relevant laws renders this Contract illegal or prevents the Pledgors from continuing to perform their obligations hereunder; (i) Buyer fails All the governmental consents, permits, approvals or authorizations required to provide adequate assurance of performance to Seller pursuant to Article 3; make this Contract enforceable or lawful or effective are withdrawn, suspended, invalidated or materially modified; (iij) Buyer fails to pay undisputed amounts There is any adverse change in the property owned by the invoice due date; Pledgors, so that the Pledgee considers that the Pledgors’ ability to perform their obligations hereunder has been affected; (iiik) either Party makes an assignment The successor or trustee of the Domestic Company can only partially perform or simply refuse to perform the payment obligations under the Service Agreement; (l) Other circumstances where the Pledgee is prevented by relevant legal provisions from exercising the right to dispose of the Pledge Right. 2. The Pledgors shall immediately notify the Pledgee in writing if they know or find that any of the matters referred to in Paragraph 1 of this Article or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation event that might lead to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or such matter has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreementoccurred. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) The Pledgee shall have the right to suspend service and/or terminate require the Pledgors to correct such breach within a prescribed period. 3. Unless the breach set forth in Paragraph 1 of this Agreement, including all effective Confirmations, in addition Article has been fully resolved to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out satisfaction of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occurPledgee, damages would be difficult to ascertain and quantifythe Pledgee may, and agree that this provision for calculating damages (i) is reasonable in light upon the occurrence of the anticipated breach by the Pledgors or actual harmat any time after the occurrence of such breach, (ii) shall be followed send a written Default Notice to the Pledgors, requiring the Pledgors to pay promptly all arrears and other amounts payable under the Service Agreement or dispose of the Pledge Right in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyaccordance with Article 8 hereof.

Event of Default. The occurrence of any of the following events (each an “Event of Default” means ”) shall constitute a default by Tenant: (ia) Buyer fails Failure by Tenant to provide adequate assurance pay Base Monthly Rent when due; provided, however, for two (2) times during any twelve (12) consecutive month period, if any payment of performance rent is not received when due, Landlord shall notify Tenant in writing (“Late Notice”), and Tenant shall have ten (10) days from the date of receipt of the Late Notice to Seller make full payment of the rent. If the late rent is not paid within the ten (10) day period, or if any subsequent rent after receiving notice and the applicable 10 day cure period twice during that twelve (12) consecutive month period is not received when due after Landlord has delivered to Tenant the Late Notice as hereinabove required, then Tenant shall be in default of this Lease. (b) Failure by Tenant to pay Additional Rent as and when such Additional Rent becomes due, and such failure continues for thirty (30) days after written notice to Tenant reporting that such payment is past due; (c) Failure by Tenant to deliver to Landlord evidence of the existence and amounts of the insurance with endorsements and loss payable clauses as required pursuant to Article 313, if the failure is not cured within thirty (30) days after written notice has been given to Tenant; (d) A Transfer occurs in violation of this Lease and without Landlord’s consent; Amended and Restated Master Lease - Par Petroleum - 22 Property 10978268v3 25 (iie) Buyer fails Failure by Tenant to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment perform or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance comply with any effective Confirmation; provision of this Lease (xi) either Party falls to perform any material covenant or obligation other than as set forth in this Agreement or any effective Confirmation clauses (except to the extent such failure constitutes a separate Event of Defaulta); , (b), (c) or (xiid) either Party makes a representation of this Section 17) if the failure is not cured within thirty (30) days after notice has been given to Tenant, or warranty that is false or misleading in any material respect at any time during the event of an Emergency (as hereinafter defined), within forty-eight (48) hours after notice has been given to Tenant. As used herein, the term “Emergency” shall mean a condition that gives rise to a good faith reasonable basis for Landlord to believe the integrity of the improvements situated on the Premises may be or may imminently be in peril or jeopardy if immediate action is not taken. If, however, the failure cannot reasonably be cured within the above cure period, Tenant shall not be in default of this Agreement. Upon Lease if Tenant commences to cure the occurrence of an Event of Default, failure within the Party not committing cure period and diligently and in good faith continues to cure the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penalty.failure;

Event of Default. (a) Each of the following shall constitute an “Event of Default” means under this Agreement: (i) Buyer fails The failure of a Party to provide adequate assurance make any monetary payment to the other required to be made in accordance with the terms of performance this Agreement, which failure is not cured within ten (10) days after written notice from the non-defaulting Party to Seller pursuant to Article 3; the defaulting Party; (ii) Buyer fails The failure of a Party to pay undisputed amounts by perform any of its other material obligations under this Agreement, which failure is not cured within thirty (30) days after the invoice due datedefaulting Party receives a written notice of default from the non-defaulting Party; provided, however, that if the failure cannot reasonably be cured within thirty (30) days, such longer time as may be reasonably necessary to cure such breach (but not to exceed one hundred twenty (120) days) provided the defaulting Party is diligently pursuing such cure; (iii) either If any Party makes an assignment applies for or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation consents to the other Party; (v) either Party defaults in any material payment obligation appointment of a receiver, trustee or liquidator with respect to any itself or of all of a substantial part of its creditors; (vi) either Party files a petition or otherwise commencesassets, authorizes, or acquiesces admits in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable writing its inability to pay its debts as they fall come due; (ix) either , makes a general assignment for the benefit of creditors, takes advantage of any insolvency law, or 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 terminates this Agreement and/or any effective Confirmation (bankrupt or service 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 one or more Accounts) such Party shall continue unstayed and in effect for any reason except period of ninety (90) consecutive days; (iv) The filing of a voluntary petition in bankruptcy or insolvency or a petition for liquidation or reorganization under any bankruptcy law by a termination resulting from Party, or a Party consenting to, acquiescing in, or failing to timely controvert, an involuntary petition in bankruptcy, insolvency or an involuntary petition for liquidation or reorganization filed against it; and (v) The filing against a Party of a petition seeking adjudication of a Party as insolvent or seeking liquidation or reorganization or appointment of a receiver, trustee or liquidator of all or a substantial part of a Party’s assets, if such petition is not dismissed within ninety (90) days. (b) Each of the following shall also constitute an Event of Default committed of Manager under this Agreement: (i) Manager shall fail to file and/or maintain all necessary Approvals required by Governmental Authorities to operate the Resort and shall fail to cure such default within the earlier of (i) thirty (30) calendar days after written notice from Resort Owner, (ii) the expiration of the administrative cure period, if any, provided by the other Party; Governmental Authorities, and (xiii) Seller fails the date upon which there is imminent risk of a suspension or cessation of gaming or liquor operations at the Resort as a result of the loss of any such Approvals; (ii) Manager shall fail to sell comply with the Gaming Act or any requirements of any Governmental Authorities, and schedule such failure shall result in the suspension (temporary or permanent) of gaming licenses for deliverythe Resort (or any portion thereof), or Buyer fails fines in excess of (i) $100,000 per incident, or (ii) $200,000 in the aggregate over any period of twelve consecutive months during the Term; (iii) Manager shall materially fail to purchase comply with the terms of Section 9, and receive natural gas in accordance with any effective Confirmation; fail to cure such failure within ten (xi10) either Party falls to perform any material covenant or obligation set forth in this Agreement days after written notice from Resort Owner; (iv) Manager or any effective Confirmation Paragon Employee (except specifically excluding any Resort Employee) shall intentionally misapply or misappropriate any funds whether from Resort operations, Resort Owner or any reserve funds; (v) Manager shall fail to furnish Resort Owner with proof of any insurance policy required to be maintained by Manager within ten (10) days after request from Resort Owner, but no later than the extent deadline established in Section 11.3; provided, however, that in the event that Manager’s failure to provide proof of insurance results from any carrier’s denial of coverage based on the Resort, rather than Manager’s actions or qualifications, such failure constitutes shall not constitute a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during default but Manager shall nonetheless be required to obtain the term of coverage required by this Agreement. . (vi) Manager shall fail to timely deliver any estoppel certificate as required by Section 21.13 and fail to cure such failure within ten (10) days after written notice from Resort Owner. (c) Upon the occurrence of an Event of Default, the Party not committing the Default (and a failure to cure such Event of Default (“Nonwithin the applicable cure period, if any), the non-Defaulting Party”) defaulting Party shall have the right to suspend service and/or 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, including all effective Confirmationsthe date specified by the non-defaulting Party, which date shall in no event be sooner than two (2) days, nor later than ninety (90) days, after the delivery of such notice; provided, however, that such period may be extended by Resort Owner to allow for a Transition Period, as described in Section 3.4. (d) The right of termination set forth in the preceding sentence and the rights of Resort Owner set forth in Sections 16.1(e) and (f) shall be in addition to, and not in lieu of, any other rights or remedies at law or in equity by reason of the occurrence of any such Event of Default, it being understood and agreed that the exercise of the remedy of termination shall not constitute an election of remedies and shall be without prejudice to any such other rights or remedies otherwise available to the non-defaulting Party. (e) During the Term and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Periodfor a period of three (3) months thereafter (as such period may be extended in accordance with this Section 16.1(e), if either Party commits an Event of Default (the “Defaulting PartyRetention Period”), then Manager shall be prohibited from distributing to its equity holders, members or beneficiaries more than the Defaulting Party shall pay and sum of seventy-five percent (75%) of the Non-Defaulting Party Management Fees received from time to time by Manager. The remaining proceeds, which are not distributable during the Retention Period except as set forth in this Section 16.1(e), are hereinafter referred to as the “Retained Proceeds.” Notwithstanding the foregoing prohibition on distribution of the Retained Proceeds during the Retention Period, Manager shall be entitled toduring the Retention Period to make payments from the Retained Proceeds in satisfaction of any indemnification claims, as its exclusive remedydamages or other amounts payable by Manager to Resort Owner or Holdings pursuant to the terms of this Agreement. In the event that Resort Owner delivers written notice of any indemnification claims, early termination damages arising out or other amounts payable by Manager to Resort Owner or Holdings pursuant to the terms of this Agreement prior to the expiration of the Event Retention Period, this Section 16.1(e) and the prohibition on distribution of Default as reasonably calculated Retained Proceeds shall remain in full force and effect until such indemnification claims, damages or other amounts are settled by Seller (“Early Termination Damages”)the Parties or resolved pursuant to the dispute resolution provisions of Article 19. The Parties expressly acknowledge that should an Event of Default occurRetained Proceeds shall be held by Manager subject to the distribution prohibitions set forth in this Section 16.1(e), and the Retained Proceeds shall remain available during the Retention Period to satisfy any indemnification claims, damages would or other amounts that are agreed by the Parties or determined pursuant to Article 19 to be difficult payable by Manager to ascertain and quantify, and agree that Resort Owner and/or Holdings under this provision for calculating damages Agreement. On each sixth (i6th) is reasonable in light month anniversary of the anticipated Effective Date until the expiration of the Retention Period, Manager shall deliver to Resort Owner an officer’s certificate signed by Manager’s chief executive officer or actual harm, (ii) shall be followed in lieu chief financial officer setting forth and certifying to the amount of any other methods the Retained Proceeds held by Manager as of calculating or estimating direct actual damages, and (iii) is not a penaltysuch date.

Event of Default. “An Event of Default” means (i) Buyer Default shall occur under this Agreement and the other Loan Documents if: 7.1 Borrower or any Guarantor falls to pay any amount under this Agreement or the other Loan Documents or any other indebtedness to Lender when due; 7.2 Borrower or any Guarantor fails to provide adequate assurance perform any obligation or breaches any warranty or covenant to Lender contained in this Agreement, the other Loan Documents, or any other present or future agreement; 7.3 Borrower or any Guarantor provides or causes any false or misleading signature or representation or warranty to be provided to Lender; 7.4 Borrower or any Guarantor allows or causes the Premises to be damaged, destroyed, lost or stolen in any material respect; 7.5 Construction of performance the Improvements is halted prior to Seller pursuant the Completion Date for any period of twenty (20) consecutive days for any cause; 7.6 Construction of the Improvements is abandoned or is not completed on or before the Completion Date for any cause; 7.7 Any lien for labor, services, materials, or otherwise is filed against the Premises; 7.8 Lender believes in good faith that the financial condition of Borrower or any Guarantor has undergone a material adverse change or that the prospects for the successful and profitable sale of the Improvements upon completion have materially declined; 7.9 Without first having obtained the written consent of Lender, Burrower transfers, sells, conveys, encumbers or assigns all or any portion of the Premises; 7.10 If Borrower is a corporation, partnership, limited liability company or joint venture, the controlling interest in Borrower or any constituent entity thereof is transferred, sold or assigned without the prior written approval of Lender; 7.11 If the Improvements are partially or totally damaged or destroyed by fire or any other cause and Lender believes in good faith that the Improvements shall not be completed on or before the Completion Date; 7.12 Any Guarantor seeks to Article 3; (ii) Buyer fails revoke, terminate or otherwise limit its liability to pay undisputed amounts by Lender; 7.13 Any litigation is filed against Borrower or any Guarantor with respect to the invoice due date; (iii) either Party Premises which, if adversely determined, could materially impair their ability to perform their respective obligations under the Loan Documents or impair the value of the Premises; 7.14 Borrower or any Guarantor permits the entry or service of any garnishment, judgment, tax levy, attachment or lien against them or any Guarantor, or any of their property; 7.15 Borrower or any Guarantor dies, becomes legally incompetent, is dissolved or terminated, ceases to operate its business, becomes insolvent, makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces becomes the subject of any bankruptcy, insolvency or debtor rehabilitation. 7.16 Borrower or any Guarantor causes Lender to deem itself insecure in the commencement of a proceeding or causes under good faith for any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against itreason; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to or 7.17 Lender reasonably believes that one or more Accounts) for any reason except for a termination resulting from an Event Events of Default committed by the other Party; (x) Seller described in this Paragraph 7 have occurred and Borrower, after Lender's request, fails to sell and schedule for delivery, provide evidence reasonably satisfactory to Lender that such Event or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event Events of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, not in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyfact occurred.

Event of Default. “Event Each of Default” means (i) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of followings shall be deemed an Event of Default: (1) The Target Company cannot pay or perform any Guaranteed Debt or breaches of any clauses under the Cooperation Agreement or the Option Agreement; (2) The Target Company or the Pledgor does not record the pledge on the Target Company's resistor of shareholders in accordance with Article 3 and does not register the pledge with competent administration authority for industry and commerce of the Target Company; (3) Any representation or warranty made by the Pledgor herein contains material misrepresentation or error, or the Party not committing Target Company or the Event Pledgor otherwise breaches any of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate representation or warranty under Article 4 of this Agreement; (4) The Pledgor breaches the covenants under Article 5 of this Agreement; (5) The Target Company and the ▇▇▇▇▇▇▇ breaches any other clause under this Agreement; (6) The ▇▇▇▇▇▇▇ abandons the Pledged Interests or part of it or transfers the Pledged Interests or part of it without obtaining prior written consent from the Pledgee (except for the transfer permitted under this Agreement); (7) Any external borrowing, including all effective Confirmationsguarantee, compensation, commitment or other debt responsibility of the Pledgor is required to be repaid or performed ahead of schedule due to breach or cannot be repaid or performed as scheduled and consequently the Pledgee has reason to doubt that the capability for the Pledgor to fulfill its obligation under the agreement has been affected; (8) An unfavorable change in addition the property owned by the Pledgor has resulted in the Pledgee's reasonable doubt that the Pledgor's capability to fulfill its obligations under this Agreement has been affected; (9) The successor or escrow agent of the Target Company or the Pledgor refuses to perform or can only partially perform the Guaranteed Debt; (10) This Agreement becomes illegal due to promulgation of relevant law and regulations or the Pledgor cannot continue to perform its obligations under this Agreement; (11) The withdrawal, suspension, invalidation or substantive modification has occurred to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Periodconsent, if either Party commits an Event permit, approval or authorization necessary for the effective or enforceable of Default this Agreement the Pledge Rights. (12) The Pledgee cannot exercise the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out Pledge Rights or dispose of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that Pledged Interests in accordance with this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyAgreement.

Event of Default. “The occurrence of any one or more of the following events will constitute an "Event of Default” means " on the part of Tenant: (ia) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails Failure to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment any installment of Annual Basic Rent, any Additional Rent or any general arrangement other sum required to be paid by Tenant under this Lease, and such failure shall continue for the benefit five (5) days; (b) Failure to perform any of creditors; (iv) either Party defaults in any payment obligation to the other Party; covenants or conditions which Tenant is required to observe and perform (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces except failure in the commencement payment of a proceeding Annual Basic Rent, Additional Rent or causes under any bankruptcy or similar law other monetary obligation contained in this Lease) and such failure shall continue for the protection of creditors or has such petition filed or proceeding commenced against it; fifteen (vii15) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation days (or service such shorter period of time as may be specified by Landlord in the event of an emergency) after written notice thereof by Landlord to one or more AccountsTenant, provided that if such default is other than the payment of money and cannot be cured within such fifteen (15) for any reason except for a termination resulting from day period, then an Event of Default committed by the other Party; shall not have occurred if Tenant, within such fifteen (x15) Seller fails to sell and schedule for deliveryperiod, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent commences curing of such failure constitutes a separate Event of Default); or and diligently in good faith prosecutes the same to completion and furnishes evidence thereof to Landlord within thirty (xii30) either Party makes a days thereafter; (c) If any warranty, representation or warranty that statement made by Tenant to Landlord in connection with this Lease is or was materially false or misleading in any material respect at any time during the term of this Agreement. Upon the when made or furnished; (d) The occurrence of an Event of DefaultDefault under any other agreement between Landlord and Tenant; (e) The levy of a writ of attachment or execution or other judicial seizure of substantially all of Tenant's assets or its interest in this Lease, such attachment, execution or other seizure remaining undismissed or discharged for a period of thirty (30) days after the Party not committing the Event of Default levy thereof; (“Non-Defaulting Party”f) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu filing of any other methods of calculating petition by or estimating direct actual damagesagainst Tenant or any Guarantor to declare Tenant or any Guarantor a bankrupt or to delay, and (iii) reduce or modify Tenant's or any Guarantor's debts or obligations, which petition is not a penalty.discharged within forty five (45) days after the date of filing;

Event of Default. The following acts or events shall be deemed to be an event of default on the part of Tenant under this Lease (each, an “Event of Default” means ”): (a) If any representation or warranty of Tenant or of either of the Lease Guarantors set forth in this Lease is false in any material respect when made, or if any representation or warranty of Tenant or of either of the Lease Guarantors becomes inaccurate, and Tenant or either of the Lease Guarantors, as applicable, fails to correct such inaccuracy within thirty (30) days after written notice thereof from Landlord, then it shall be considered an Event of Default under this Lease; provided, however, that if the nature of such inaccuracy is such that more than thirty (30) days are required for its correction, Tenant or either of the Lease Guarantors, as applicable, shall not be in default if Tenant or either of the Lease Guarantors, as applicable, commences to correct such inaccuracy within the thirty (30) day period and thereafter diligently prosecutes the same to completion within ninety (90) additional days, unless the Landlord, upon good cause as shown by the Tenant agrees to a longer cure period in Landlord’s sole discretion; provided, further, that if such representation or warranty pertains to a filed lawsuit or other litigation before judicial authority, then such time limit for the available cure period shall not be applicable if and to the extent the Tenant demonstrates to Landlord’s reasonable satisfaction that any such matter could not reasonably be expected to result in a Material Adverse Effect; (b) The failure of Tenant to pay when due any payment of Rent, or any part thereof, or any other sum or sums of money due or payable to Landlord under the provisions of this Lease within 10 days after such payment is due; (c) If Tenant fails to pay, prior to delinquency, any Taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against the Property; provided that Tenant shall be allowed a period to cure such non-payment equal to the lesser of ten (10) Business Days or the date upon which such lien is filed; (d) Except as set forth in Section 12.01(b), the failure of Tenant or of either Lease Guarantor to perform, or the violation by Tenant or either Lease Guarantor of, any of the covenants, terms, conditions or provisions of this Lease, if such failure or violation shall not be cured within thirty (30) days after notice thereof by Landlord to Tenant or such Lease Guarantor, as applicable; provided, however, that if the nature of Tenant’s such Lease Guarantor’s obligation is such that more than thirty (30) days are required for its performance, Tenant or such Lease Guarantor, as applicable, shall not be in default if Tenant or such Guarantor commences to cure such default within the thirty (30) day period and thereafter diligently prosecutes the same to completion; (e) Any breach, default or other failure of either Lease Guarantor under this Lease and/or under either of the Lease Guaranties executed by the Lease Guarantors in connection with this Lease after the expiration of all cure or grace periods; (f) Any breach, default or other failure after all applicable cure periods of the Parent Guarantor or the Affiliate Guarantor, respectively, in their capacity as Related Loan Co-Borrowers under the Related Loan or of RealCo II or VHWH Hospital under their respective Guaranties of the Related Loan or under any loan document to which either is a party with respect to the Related Loan; (g) Any event of default that is not cured or waived in writing by the applicable landlord within any applicable cure period which occurs under any leases under the control of the Guarantors’ respective controlled subsidiaries; (h) The license for the Facility (including but not limited to any license, permit or approval granted Tenant for the operation of a LTCH on the Property) or any other Government Authorization (including but not limited to decertification or limitation in participation in Medicare or Medicaid (or the applicable state provisions)) is canceled, suspended, reduced to provisional or temporary status, or otherwise invalidated and not reinstated within ninety (90) days thereafter (or, if sooner within ten (10) days prior to expiration of any time period permitted by such authority for cure), or license revocation or decertification proceedings are commenced against Tenant and not dismissed within ninety (90) days (or, if sooner within ten (10) days prior to expiration of any time period permitted by such authority for cure), or any reduction occurs in the number of licensed beds or units at the Facility and such original number of beds is not reinstated within ninety (90) days, or an admissions ban is issued for the Facility and not dismissed within ninety (90) days; provided that, if Tenant is diligently proceeding to cure any of the foregoing conditions to remedy the default or is afforded any applicable extensions to remedy or cure the foregoing conditions by the applicable governmental entities, and if no other Event of Default has occurred and is continuing or no Material Adverse Effect is occurring or expected to occur on the Tenant, then the cure periods in this subsection shall be extended during such applicable period and no Event of Default shall occur until the end of the applicable cure period, as so extended; (i) Buyer fails The voluntary transfer by Tenant of ten percent (10%) or more patients located in the Permitted Facility and under circumstances that such transfer is not for reasons relating to provide adequate assurance the health and well-being of performance the patients that were transferred unless, otherwise approved in writing by Landlord; (j) The levying of a writ of execution or attachment on or against the property of Tenant, of either of the Lease Guarantors, or any other guarantor, if any, of this Lease which is not discharged or stayed by action of Tenant, the applicable Lease Guarantor, or any other guarantor, if any, contesting same, within ninety (90) days after such levy or attachment (provided if the stay is vacated or ended, this paragraph shall again apply); (k) Tenant or either of the Lease Guarantors, shall be in default of any obligation to Seller pursuant any person or entity, which obligation is, in the case of the Tenant, in excess of One Million and No/100 Dollars ($1,000,000.00), or, in the case of either Lease Guarantor, in excess of Five Million and No/100 Dollars ($5,000,000.00), subject to Article 3; any applicable cure or grace periods; (iil) Buyer fails to pay undisputed amounts by Tenant, either of the invoice due date; (iii) either Party makes Lease Guarantors or any other guarantor, if any, of this Lease shall make a transfer in fraud of creditors or shall make an assignment or any general arrangement for the benefit of creditors; ; (ivm) If proceedings are instituted in a court of competent jurisdiction for the reorganization, liquidation or involuntary dissolution of Tenant, of either Party defaults in of the Lease Guarantors or any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any guarantor, if any, of this Lease for its creditors; (vi) either Party files adjudication as a petition bankrupt or otherwise commences, authorizesinsolvent, or acquiesces for the appointment of a receiver of the property of Tenant, either of the Lease Guarantors, or any other guarantor, if any, and said proceedings are not dismissed and any receiver, trustee or liquidator appointed therein is not discharged within ninety (90) days after the institution of said proceedings; (n) Any unauthorized assignment or subletting or transfer of Tenant’s interest under this Lease or by operation of law; (o) The sale of any interest of Tenant in the commencement Property or portion thereof under a writ of a proceeding execution or causes other legal process; (p) The failure of Tenant or either Lease Guarantor to give any notice or notices required to be given by any such party under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon Lease, which, in either case may reasonably be expected by the occurrence Landlord to have a Material Adverse Effect on the Tenant or either Lease Guarantor, as applicable; (q) The abandonment of an Event the Property, or any portion thereof, by Tenant; (r) The suspension or loss of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right by the Tenant to suspend service and/or terminate this Agreementreceive Medicaid or Medicare reimbursement based on actual or alleged fraud or misfeasance or malfeasance which could reasonably be expected to result in a Material Adverse Effect; or (s) The failure of Tenant to immediately pay when due (which may include payment either by recoupment of amounts owed from future payments otherwise payable to Tenant or by entering into a contractual repayment plan with the applicable Medicare or Medicaid fiscal intermediary) of overpayments or other impositions in connection with provider agreements, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (certifications or licenses for the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyProperty.

Event of Default. “Event of Default” means (i) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of DefaultDefault (as defined in the Note), the Party not committing the Event of Default (“Non-Defaulting Party”) Lender shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to exercise any and all other the rights; powers and remedies of any owner of the Collateral (including, without limitation, the right to vote the Collateral) and shall have and may exercise without demand any and all of the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of Nevada or otherwise available hereunderto the Lender under applicable law. 5. REMEDY 5.1 During any Delivery PeriodThe Pledgor agrees that in the event the Lender shall, if either Party commits during the existence of an Event of Default (Default, sell the “Defaulting Party”)Collateral or any portion thereof at any private sale or sales, the Lender shall have the right to rely upon the advice and opinion of independent appraisers and other personas, which appraisers and other persons are acceptable to the Lender, as to the best price reasonably obtainable upon such a private sale thereof. The Pledgor shall have no right to redeem any of the Collateral after any such sale or assignment. At any such sale or auction, the Lender may bid for; and become the purchaser of, the whole or any part of the Collateral offered for sale. In case of any such sale, after deducting the costs, reasonable attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied promptly to the payment first of accrued interest and then to principal under the Defaulting Party Note; provided, however, that after payment in full of the indebtedness evidenced by the Note; the balance of the proceeds of sale then remaining shall pay and be paid to the Non-Defaulting Party Pledgor and, the Pledgor shall be entitled to, as its exclusive remedy, early termination damages arising out to the return of any of the Collateral remaining in the hands of the Lender. Notwithstanding anything herein to the contrary, in case of any Event of Default as reasonably calculated Default, Pledgor shall have; with respect to the Collateral, all notice and reinstatement rights applicable by Seller (“Early Termination Damages”)California statute to foreclosure of real property security. The Parties expressly acknowledge that should an Event In any event, the Pledgor shall not be liable for any deficiency if the proceeds of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light sale of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, Collateral are insufficient to pay the accrued and (iii) is not a penaltyunpaid interest together with the remaining unpaid principal on the Note.

Event of Default. “Event An "event of Default” means default" shall be deemed to have occurred hereunder if: (ia) Buyer A default (as such term is defined therein) occurs under the Deed of Trust; or (b) Borrower breaches or fails timely and properly to observe, keep or perform any covenant, agreement, warranty or condition herein required to be observed, kept or performed, other than those referred to in any other subsection hereof, if such failure continues for thirty (30) days after receipt b% Borrower of written notice and demand for the performance of such covenant, agreement, warranty or condition, provided that if Borrower shall within such thirty (30) day period commence action to cure such failure but is unable, by reason of the nature of the performance required, to cure same within such period, and if Borrower continues such action thereafter diligently and without unnecessary delays, Borrower shall not be in default-hereunder until the expiration of a period of time as may be reasonably necessary to cure such failure, provided further that in any event Borrower shall be in default hereunder if such failure is not cured on or before ninety (90) days after receipt by Borrower of the above described written demand for performance; or (c) Any involuntary, imposed, required, actual, threatened or pending revocation, suspension, termination, probation, restriction, limitation, forfeiture or refusal to remedy, any License necessary or material to the operation of the Premises as a Facility; or (d) Any termination of or refusal to remedy any participation or eligibility in any third party payor program in which the Borrower presently participates or is eligible to participate and which is material to the operation or the financial condition of the Premises (other than with respect to any third party payor program (except Medicare or Medicaid), private insurer or payor, employee assistance program, Managed Care Plan, or accreditation which the Borrower reasonably deems, in the exercise of prudent business judgment, to be unnecessary to the successful operation of the Premises and the ability of the Premises to generate and collect sufficient revenues to pay all of its obligations as and when due and payable); or (e) A final unappealable determination that the Borrower or any shareholders, partners, members, directors, officers, employees or agents of the Borrower violated Section 1128A, 1128C or 1877 of the Social Security Act (42 U.S.C. ▇▇.▇▇. 1320a-7a, 1320a-7c and 1395nn), the False Claims Act ( 31 U.S.C. ss. 3729 et seq.), the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. ss. 3801 et seq.) or other similar Governmental Requirements, if the same could result in a Material Adverse Change: or (f) A default occurs under Subsection 4.1 (ff). (g) Borrower fails to provide adequate assurance of performance to Seller make any deposit required pursuant to Article 3; Subsection 4.1 (iiy) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xiiz) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term within fifteen (15) days of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default demand therefor. (“Non-Defaulting Party”h) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default A default occurs under Subsection 4.1 (the “Defaulting Party”aa), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penalty.

Event of Default. “The occurrence of any of the following events shall constitute an Event of Default” means Default hereunder: (ia) Buyer Default shall be made in the payment of any installment of principal or interest on the Note, or any other monetary obligation under any Loan Document within five (5) days of when due (after expiration of any applicable cure period, if any). (b) A default shall occur in the due performance and observance of any covenant or condition of this Agreement or any other Loan Document (except as otherwise set forth in this Article 8), which breach is not cured to Bank’s satisfaction within thirty (30) days after notice of such default being sent by Bank to Borrower; provided, however, if the cure cannot be effected within such thirty (30) day period and Borrower has commenced to cure and is diligently pursuing such cure, then Borrower shall have such additional time to cure as may be necessary, though not to exceed ninety (90) days from the date of the notice of default. (c) Any representation, warranty or disclosure made by Borrower or Guarantor proves to be materially false or misleading as of the date when made, regardless of whether such representation or disclosure appears in this Agreement, the Loan Documents, or items submitted by Borrower in connection therewith. (d) Any claim or lien shall be filed against the Collateral or any part thereof that is not released or bonded over within thirty (30) days following the filing thereof; provided, however, that no default shall exist hereunder as long as Borrower has fully complied with any conditions provided herein to permit Borrower’s contest of such claim or lien. (e) Borrower fails to provide adequate assurance make any deposit of performance to Seller pursuant to Article 3; funds required hereunder or under the Loan Documents within five (ii5) Buyer fails days of when due (after expiration of any applicable cure period, if any). (f) Borrower or Guarantor shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay undisputed amounts by the invoice due date; (iii) either Party makes an its debts generally, or shall make a general assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in or any payment obligation proceeding shall be instituted by Borrower or any Guarantor seeking to adjudicate Borrower or any Guarantor bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee, or other Partysimilar official for it or for any substantial and material part of its property; (v) either Party defaults in or Borrower or any material payment obligation Guarantor shall take any action to authorize any of its creditors; the actions set forth above in this Section 8.1(f). (vig) either Party files a petition or otherwise commences, authorizes, or acquiesces in the The commencement of a proceeding against Borrower or causes any Guarantor seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any bankruptcy law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee, or other similar law official for the protection of creditors it or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event substantial part of Default committed its property that is not stayed or dismissed within ninety (90) days after receipt by Borrower or Guarantor of written notice thereof. (h) Borrower shall cause or permit any Borrower Control Event, Disposition or Secondary Financing which is not permitted by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyterms hereof.

Event of Default. “The occurrence of any of the following events or conditions shall constitute an "Event of Default” means " under this Agreement: (a) Failure to pay any installment of principal or interest under the Loan within five (5) Banking Days of when the same become due and payable, or the failure to pay any other sum due under the Loan or this Agreement when the same shall become due and payable and such failure continues for five (5) Banking Days after notice thereof to Borrower; (b) Any failure or neglect to perform or observe any of the material terms, provisions, or covenants of this Agreement (other than a failure or neglect described in one or more of the other provisions of this Section 8.1) and such failure or neglect either (i) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; cannot be remedied, (ii) Buyer fails can be remedied within fifteen (15) days by prompt and diligent action, but it continues unremedied for a period of fifteen (15) days after notice thereof to pay undisputed amounts by the invoice due date; Borrower, or (iii) either Party makes an assignment can be remedied, although not within fifteen (15) days even by prompt and diligent action, but such remedy is not commenced within fifteen (15) days after notice thereof to Borrower or any general arrangement for is not diligently prosecuted to completion within a total of forty-five (45) days from the benefit date of creditors; such notice; (ivc) either Party defaults Any warranty, representation or statement contained in any payment obligation this Agreement, or made or furnished to the other Party; (v) either Party defaults Lender by or on behalf of the Borrower, that shall be or shall prove to have been false in any material payment obligation respect when made or furnished; (d) The filing by Borrower (or against Borrower in which any Borrower acquiesces or which is not dismissed within sixty (60) days of the filing thereof) of any proceeding under the federal bankruptcy laws now or hereafter existing or any other similar statute now or hereafter in effect; the entry of an order for relief under such laws with respect to any of its creditorsBorrower; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement appointment of a proceeding receiver, trustee, custodian or causes under conservator of all or any bankruptcy or similar law for part of the protection assets of creditors or has such petition filed or proceeding commenced against it; Borrower; (viif) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party The admission in writing by Borrower that it is unable to pay its debts as they fall due; mature or that it is generally not paying its debts as they mature; (ixg) either Party terminates this Agreement and/or The failure of Borrower to comply with any effective Confirmation Financial Covenant at the end of any fiscal quarter; (h) The occurrence of any default under the Note or service any document or instrument given by Borrower in connection with any other indebtedness of Borrower to one Lender and the expiration of any grace period provided therein; (i) The liquidation, termination or more Accountsdissolution of Borrower; (j) for any reason except for a termination resulting from an Event of Default committed by the other Party; Either (xi) Seller fails proceedings shall have been instituted to sell and schedule for deliveryterminate, or Buyer fails to purchase and receive natural gas a notice of termination shall have been filed with respect to, any Plans (other than a Multi-Employer Pension Plan as that term is defined in accordance with Section 4001(a)(3) of ERISA) by Borrower, any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement member of the Controlled Group, PBGC or any effective Confirmation (except representative of any thereof, or any such Plan shall be terminated, in each case under Section 4041 or 4042 of ERISA, and such termination shall give rise to a liability of the Borrower or the Controlled Group to the extent such failure constitutes a separate Event PBGC or the Plan under ERISA having an effect in excess of Default); $500,000.00 or (xiiii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon Reportable Event, the occurrence of an Event which would cause the imposition of Defaulta lien in excess of $500,000.00 under Section 4062 of ERISA, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition occurred with respect to any Plan (other than a Multi-Employer Pension Plan as that term is defined in Section 4001(a)(3) of ERISA) and all other remedies available hereunder. 5. REMEDY 5.1 During be continuing for a period of sixty (60) days; (k) Any of the following events shall occur with respect to any Delivery Period, if either Party commits an Event Multi- Employer Pension Plan (as that term is defined in Section 4001(a)(3) of Default (ERISA) to which Borrower contributes or contributed on behalf of its employees and Lender determines in good faith that the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall aggregate liability likely to be entitled toincurred by Borrower, as its exclusive remedy, early termination damages arising out a result of any of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages events specified in Subsections (i) is reasonable in light of the anticipated or actual harm), (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) below, will have an effect in excess of $500,000.00; (i) Borrower incurs a withdrawal liability under Section 4201 of ERISA; (ii) any such plan is not "in reorganization" as that term is defined in Section 4241 of ERISA; or (iii) any such Plan is terminated under Section 4041A of ERISA; or (l) The occurrence of a penaltyMaterial Adverse Event if Lender in good faith shall believe that the prospect of payment or performance of the Loan is impaired.

Event of Default. “The occurrence of any of the following events or conditions shall constitute an Event of Default under this Agreement and with respect to the Loan: (a) Any failure to pay any principal or interest under the Note when the same shall become due and payable and such failure continues for ten (10) days after notice thereof to Borrower, or the failure to pay any other sum due under the Loan Documents when the same shall become due and payable and such failure continues for ten (10) days after notice thereof to Borrower. No notice, however, shall be required after maturity of the Note. (b) Any failure to perform or observe any of the covenants, conditions or provisions of the Loan Documents (other than a failure described in one or more of the other provisions of this Paragraph 10.1) and such failure either cannot be remedied or, if it can be remedied, it continues unremedied for a period of thirty (30) days after notice thereof to Borrower; provided that if such failure is not of a nature such that can reasonably be cured within 30 days, so long as Borrower is diligently pursuing such cure in good faith, such failure shall not constitute an Event of Default” means . (ic) Buyer fails Any warranty, representation or statement contained in the Loan Documents, or made or furnished to provide adequate assurance Lender by or on behalf of performance Borrower, that shall be or shall prove to Seller pursuant have been false when made or furnished in any material respect. (d) The filing by Borrower (or against Borrower to Article 3which Borrower acquiesces or that is not dismissed within sixty (60) days after the filing thereof) of any proceeding under the federal bankruptcy laws now or hereafter existing or any other similar statute now or hereafter in effect; the entry of an order for relief under such laws with respect to Borrower in a proceeding in which Borrower is the debtor; or the appointment of a receiver, trustee, custodian or conservator of all or any part of the assets of Borrower. (iie) Buyer fails to pay undisputed amounts The insolvency of Borrower; or the execution by the invoice due date; (iii) either Party makes Borrower of an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to or the other Party; (v) either Party defaults in any material payment obligation to any convening by Borrower of a meeting of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or if Borrower is generally not paying its debts as they mature. (f) The admission in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party writing by Borrower that it is unable to pay its debts as they fall due; mature or that it is generally not paying its debts as they mature. (ixg) either Party terminates this Agreement and/or any effective Confirmation The liquidation, termination or dissolution of Borrower. (h) Any levy or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for deliveryexecution upon, or Buyer fails to purchase and receive natural gas in accordance with judicial seizure of, any effective Confirmation; (xi) either Party falls to perform portion of any material covenant collateral or obligation set forth in this Agreement or any effective Confirmation (except to security for the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages Loan. (i) Any attachment or garnishment of, or the existence or filing of any lien or encumbrance, other than any lien or encumbrance permitted by the Deed of Trust, against, any portion of any collateral or security for the Loan, that is not removed or released within thirty (30) days after Borrower obtains actual knowledge of its creation, not to exceed forty-five (45) days after its creation. (j) The institution of any legal action or proceedings to enforce any lien or encumbrance upon any portion of any collateral or security for the Loan, that is not bonded or insured over to Lender's reasonable in light satisfaction or dismissed within thirty (30) days after its institution. (k) A transfer of the anticipated Project or actual harm, (ii) shall be followed any part thereof in lieu violation of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltySection 8.2 hereof.

Event of Default. “Each of the following shall constitute an Event of Default” means Default under this Agreement, the Debentures and Security Agreement: (ia) Buyer fails Unigene shall default in the payment of principal of, or any interest on, the Debentures, when and as the same shall become due and payable; or (b) Unigene shall incur an event of default in the performance of its payment obligations for borrowed money under any note or other obligation for borrowed money in excess of $500,000 which has become due and payable by acceleration or otherwise; or (c) any representation or warranty made by Unigene in this Agreement, the Debentures, or the Security Agreement or in any other Document shall prove to provide adequate assurance be false or inaccurate in any material respect; or (d) Unigene shall default in the performance or compliance with any covenant, condition or agreement to be performed or complied with by it under this Agreement or any Documents delivered in connection herewith, and such default shall continue unremedied for a period of performance 14 consecutive days after Unigene receives notice from the Purchasers or becomes aware, or with the exercise of reasonable diligence should have been aware, of the event of default, provided, however, if Unigene shall have commenced to Seller pursuant remedy such default during such 14 day period and is diligently seeking to Article 3; (ii) Buyer fails remedy such default at the expiration of such period, then if the Purchasers are satisfied that, with the exercise of due diligence in the circumstances, Unigene could not have remedied such default in such 14 day period and that, with the exercise of due diligence, such default is capable of being remedied by Unigene within a further period of 10 consecutive days, no Event of Default shall be deemed to pay undisputed amounts have occurred under this Section 7.1(d), unless such default is not remedied to the reasonable satisfaction of the Purchasers by the invoice due dateexpiration of such second 10 day period; or (iiie) either Party makes A final judgment for the payment of money which, together with all other such undischarged judgments, against Unigene exceeds an aggregate of $200,000 (after taking into account any proceeds from third party indemnifications and insurance proceeds which are paid to Unigene with respect to such liability) shall have been entered against Unigene if, within 14 days after the entry thereof, such judgment shall not have been discharged or execution thereon stayed pending appeal, or if, within 14 days after the expiration of any such stay, such judgment shall not have been discharged; or (f) A proceeding shall have been instituted or order for relief shall have been made in respect of Unigene in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Unigene or for any substantial part of its property, or for the winding-up or liquidation of its affairs, and such proceeding shall remain undismissed or unstayed and in effect for a period of 60 consecutive days or such court shall enter a decree of order granting the relief sought in such proceeding; or (g) Unigene shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Unigene or for any substantial part of its property, or shall make a general assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults , or shall take any action in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to furtherance of any of its creditorsthe foregoing; or (vih) either Party files a petition or otherwise commencesAny material provision of any Document shall, authorizesafter execution and delivery of such Document, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails cease to sell be valid and schedule for deliverybinding on Unigene, or Buyer fails to purchase and receive natural gas Unigene shall so state in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant writing or obligation set forth in this Agreement shall contest the validity or enforceability thereof, or any effective Confirmation (except Document shall otherwise cease to the extent be in full force and effect, and, in such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Defaultcase, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party Purchasers shall be entitled to, adversely affected as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages a result thereof; or (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, If Warren Levy and (iii) is not a penaltyRonald Levy c▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇f Unigene.

Event of Default. “Any of the following occurrences or acts ---------------- shall constitute an event of default (herein called an "Event of Default” means ") under this Lease: (i) Buyer fails if Tenant, at any time during the continuance of this Lease (and regardless of the pendency of any bankruptcy, reorganization, receivership, insolvency or other proceedings, at law, in equity, or before any administrative tribunal, which have or might have the effect of preventing Tenant from complying with the terms of this Lease), shall (A) fail to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in make any payment obligation when due of Basic Rent, Additional Rent or other sum herein required to be paid by Tenant hereunder and such failure continues for five (5) days, or (B) fail to observe or perform any of the other Party; covenants or conditions in this Lease which Tenant is required to observe and perform and such failure shall continue for fifteen (v15) either Party defaults days after a written notice to Tenant (provided however that if a non-monetary, non-hazardous covenant is in any material payment obligation default which by its nature cannot be fully cured within said 15 day period and within said 15 day period Tenant takes all reasonable steps needed to any commence its cure and correction and diligently continues to prosecute such cure and does in fact cure or correct such default within a reasonable period thereafter, but in no event more than 30 days after the expiration of its creditors; (vi) either Party files a petition or otherwise commencessaid 15-day period, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has then such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from occurrence shall not be an Event of Default committed hereunder), or (C) if a default involves a hazardous condition for which Tenant is obligated pursuant to the terms of this Lease, and is not cured by Tenant immediately upon written notice to Tenant, or (D) cease to operate its business and operations at abandon the other Party; Premises during the Term; (xii) Seller fails to sell and schedule for deliveryif any representation or warranty of Tenant or any guarantor of Tenant's obligations under this Lease, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; including Guarantor (xi) either Party falls to perform any material covenant or obligation "guarantor"), set forth in any notice, certificate, demand, request or other instrument delivered pursuant to, or in connection with this Agreement or any effective Confirmation (except Lease shall prove to the extent such failure constitutes a separate Event of Default); or (xii) be either Party makes a representation or warranty that is false or misleading in any material respect at any as of the time during when the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) same shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and been made; (iii) is if Tenant or any guarantor, shall file 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 or any guarantor, shall (A) apply for or consent to the appointment of, or the taking of possession by, any receiver, custodian, trustee, United States Trustee or liquidator (or other similar official) of the Premises or any part thereof or of any substantial portion of Tenant's or any guarantor's, or (B) make a general assignment for the benefit of its creditors, or (C) fail to controvert in timely and appropriate manner, or in writing acquiesce to, any petition commencing an involuntary case against Tenant or any guarantor, or otherwise filed against Tenant or any guarantor, pursuant to any Bankruptcy Law, or (D) take any action in furtherance of any of the foregoing; (iv) if an order for relief against Tenant or any guarantor, 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 any guarantor, or proposing the reorganization of Tenant or any guarantor, under any Bankruptcy Law shall be filed and not be discharged or denied within ninety (90) days after such filing, or if a penaltyproceeding or case shall be commenced in any court of competent jurisdiction seeking (A) the liquidation, reorganization, dissolution, winding-up or adjustment of debts of Tenant or any guarantor, or (B) the appointment of a receiver, custodian, trustee, United States Trustee or liquidator (or any similar official) of the Premises or any part thereof or of Tenant or any guarantor, or of any substantial portion of Tenant's or any guarantor's, or (C) any similar relief as to Tenant or any guarantor, pursuant to any Bankruptcy Law, and any such proceeding or case shall continue undismissed, or an order, judgement or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect for ninety (90) days; (v) if the Premises shall be left both abandoned and without maintenance as provided herein, for a period of ten (10) days; or (vi) if Tenant or any guarantor of this Lease, shall commit a default under, fail to perform or breach any obligation or covenant under such guarantor's guaranty, and such default, failure or breach shall continue for 30 days after written notice to Tenant.

Event of Default. “Event Any one or more of Default” means the following shall constitute an event of default by [AIRLINE]: (ia) Buyer [AIRLINE], discontinues its Air Transportation Business at the Airport for a period of sixty (60) consecutive days or longer, unless [AIRLINE]’s regular schedule (which has been previously provided to Aerostar) only contemplates service at the Airport during selected months of each year, or, after exhausting or abandoning any further appeals, [AIRLINE] shall be prevented for a period of 30 consecutive days by action of any Governmental Authority from conducting its Air Transportation Business at the Airport; or (b) [AIRLINE] fails to report its activity or its Affiliates’ activities (or, if [AIRLINE] is a cargo carrier, the activity of any subcontracted airlines) or fails to pay any amounts due to Aerostar pursuant to this Agreement, provided that [AIRLINE] may cure such event of default within ten (10) business days after receipt of written notice from Aerostar that said reporting or amounts are due, provided further, however, with respect to the payment of amounts due that before [AIRLINE] may cure such event of default more than three (3) times in any twelve (12) month period [AIRLINE] must first have made a Security Deposit consistent with and subject to the terms of Section 3.9(c); or (c) [AIRLINE] fails to provide adequate assurance or to renew or replace the Security Deposit on or before the date on which the same is required hereunder or Aerostar makes any proper demand on the issuer of performance such Security Deposit that is not honored; or (d) [AIRLINE] fails to Seller maintain the insurance required pursuant to Article 3this Agreement; or (iie) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment [AIRLINE] or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; Affiliates fail to comply with the Airport Rules and Regulations (vi) either Party files a petition or otherwise commencesafter applicable cure periods, authorizesif any, or acquiesces in that are provided under the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidencedAirport Rules and Regulations); or (viiif) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller [AIRLINE] fails to sell and schedule for deliverycomply with, perform or Buyer fails to purchase and receive natural gas in accordance with observe any effective Confirmation; (xi) either Party falls to perform any material covenant other obligation, term or obligation set forth condition contained in this Agreement or any effective Confirmation Agreement; provided that [AIRLINE] may cure said event of default within thirty (except to 30) days after notice from Aerostar thereof, unless the extent default is of such failure constitutes a separate Event of Default); or nature that it cannot be cured within such thirty (xii30) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmationsday period, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party which event there shall be entitled tono event of default, as its exclusive remedy, early termination damages arising out provided [AIRLINE] shall commence the curing of the Event such event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penalty.default within said thirty

Event of Default. Tenant shall not be deemed to be in default hereunder unless one or more of the following events (“Event of Default” means ”) shall have occurred;  (i) Buyer fails Failure on the part of Tenant to provide adequate assurance pay the Rent or any other sum of performance to Seller pursuant to Article 3money called for herein when due and the continuation of such default for five days after notice from Landlord;  (ii) Buyer fails Failure on the part of Tenant to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment observe or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant other covenant, agreement or obligation set forth undertaking of the Tenant contained in this Agreement or any effective Confirmation (except Lease, and the continuation of such failure for thirty days after notice from Landlord, provided that, to the extent such failure constitutes a separate Event of Default)default cannot reasonably be cured within such thirty day (or shorter) period, Tenant shall not be in default hereunder if Tenant commences to cure within such thirty day (or shorter) period and prosecutes the cure to completion in good faith and with due diligence;  (iii) If Tenant abandons or ceases business operations within the Premises (xiibeyond any applicable grace periods) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term Term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default Lease or any renewal thereof;   (“Non-Defaulting Party”iv) If Tenant shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, file a voluntary petition in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party bankruptcy or shall be entitled toadjudicated a bankrupt or insolvent, as its exclusive remedyor in any action or proceeding shall file any petition or answer seeking any reorganization, early termination damages arising out arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal or state bankruptcy, reorganization or debt reduction law, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or substantially all of Tenant’s property or of the Event Premises; and  (v) If within 60 days after the commencement of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, debt adjustment, dissolution or similar relief under any present or future federal or state law, such proceeding shall not have been dismissed; or if, within 60 days after the appointment, without consent or acquiescence of Default occurTenant, damages would be difficult to ascertain and quantifyof any trustee, and agree that this provision for calculating damages (i) is reasonable in light receiver or liquidator of Tenant or of all or substantially all of Tenant’s property or of the anticipated Premises, such appointment shall not have been vacated; or actual harmif, (ii) shall be followed in lieu within 60 days after the expiration of any other methods of calculating or estimating direct actual damagessuch stay, and (iii) is such appointment shall not a penalty.have been vacated. 

Event of Default. “The occurrence of one or more of the ---------------- following events shall be an "Event of Default” means " hereunder: ---------------- (i) Buyer fails if on any Payment Date the funds in the Debt Service Payment Sub-Account are insufficient to provide adequate assurance pay the Required Debt Service Payment due on such Payment Date; provided, however, that if a Cash Management Event has not occurred, such failure shall not constitute an Event of performance to Seller pursuant to Article 3; Default if Borrower shall cure such failure within five (5) days after such Payment Date; (ii) Buyer if on any Payment Date Borrower fails to pay undisputed amounts by the invoice Required Debt Service Payment due dateon such Payment Date; provided, however, that if a Cash Management Event has not occurred, such failure shall not constitute an Event of Default if Borrower shall cure such failure within five (5) days after such Payment Date; (iii) either Party if Borrower fails to pay the outstanding Indebtedness on the Maturity Date; (iv) if on any Payment Date on which Borrower is required under this Agreement to pay a Basic Carrying Costs Monthly Installment, Borrower and/or Operator fails to pay the Basic Carrying Costs Monthly Installment or the Capital Reserve Monthly Installment due on such Payment Date; provided, however, that if a Cash Management Event has not occurred, such failure shall not constitute an Event of Default if Borrower and/or Operator shall cure such failure within five (5) days after such Payment Date; (v) if on the date any payment of a Basic Carrying Cost would become delinquent, unless such Basic Carrying Cost was already paid, the funds in the Basic Carrying Costs Sub-Account are insufficient to make such payment; (vi) the occurrence of the events identified elsewhere in the Loan Documents as constituting an "Event of Default" hereunder or thereunder; 110 (vii) a Transfer, unless the prior written consent of Lender is obtained (which consent may be withheld with or without cause in Lender's discretion); (viii) if Borrower or Operator fails to pay any other amount payable pursuant to this Agreement or any other Loan Document when due and payable in accordance with the provisions hereof or thereof, as the case may be, and such failure is not remedied within any applicable grace periods; (ix) if any representation or warranty made herein or in any other Loan Document, or in any report, certificate, financial statement or other Instrument, agreement or document furnished by Borrower or Operator in connection with this Agreement, the Note or any other Loan Document executed and delivered by Borrower or Operator, shall be false in any material respect as of the date such representation or warranty was made or remade; (x) if Borrower or Operator makes an assignment or any general arrangement for the benefit of creditors; (xi) if a receiver, liquidator or trustee shall be appointed for Borrower or Operator or if Borrower or Operator shall be adjudicated as bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by Borrower or Operator or if any proceeding for the dissolution or liquidation of Borrower or Operator shall be instituted; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a provided, however, that if such appointment, adjudication, petition or otherwise commencesproceeding was involuntary and not consented to by Borrower or Operator as the case may be, authorizesupon the same not being discharged, stayed or acquiesces in the commencement of a proceeding dismissed within 90 days; or causes under any bankruptcy if Borrower or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay Operator shall generally not be paying its debts as they fall become due; (xii) if either Borrower or Operator attempts to delegate its obligations or assign its rights under this Agreement, any of the other Loan Documents or any interest herein or therein, except as permitted by this Agreement; (xiii) except as permitted under this Agreement, if any provision of any organizational document of Borrower is amended or modified in any respect, or if Borrower, Operator or Borrower's Trustee or any of their respective partners, members, beneficial owners, trustees or shareholders as applicable, fails to perform or enforce the provisions of such organizational documents or attempts to dissolve Borrower or Operator; or if Borrower or Operator or any of their respective partners, members, beneficial owners, trustees or shareholders, as applicable, breaches any of the covenants set forth in Sections 5.1(a)(U), 5.1(b)(U), 6.1(a)(E) or 6.1(b)(E); (ixxiv) either Party terminates if Borrower or Operator fails to (A) notify Lender of the occurrence of a Default under any of the Loan Documents within ten (10) Business Days of the day on which Borrower or Operator first has knowledge of such Default or (B) give any notice due to any Person under any Loan Document (a) within five (5) Business Days after such notice was due or (b) in accordance with the applicable procedural requirements set forth in the Loan Documents; (xv) if Borrower or Operator shall be in default under any of the other obligations, agreements, undertakings, terms, covenants, provisions or conditions of this Agreement and/or Agreement, the Note, the Mortgages or the other Loan Documents, not otherwise referred to in this Section 7.1, for ten (10) Business Days after written notice to Borrower or Operator, as applicable, from Lender or its successors or assigns, in the case of any effective Confirmation default which can be cured by the payment of a sum of money or for thirty (30) Business Days after written notice to Borrower or Operator, as applicable, from Lender or its successors or assigns, in the case of any other default (unless otherwise provided herein or in such other Loan Document); provided, however, that if such non-monetary default under this subparagraph is susceptible of cure but cannot reasonably be cured within such thirty (30) Business Day period and provided further that Borrower shall have commenced to cure such default within such thirty (30) Business Day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) Business Day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such default, but in no event shall such period exceed one hundred twenty (120) days after the original notice from Lender; provided, further, if Borrower or Operator provides to Lender a certificate certifying and demonstrating that Borrower or Operator is diligently attempting to cure such default as determined by Lender in its reasonable discretion and such non-monetary default still is capable of being cured as determined by Lender in its reasonable discretion and if Borrower or Operator, as applicable, is diligently attempting to cure such default, as determined by Lender in its reasonable discretion, such period shall be extended by Lender in its reasonable discretion for an additional period of time not to exceed sixty (60) days; (xvi) if an event or condition specified in Sections 5.1(a)(T) or 5.1(b)(T) shall occur or exist with respect to any Plan or Multiemployer Plan and, as a result of such event or condition, together with all other such events or conditions, Borrower or any ERISA Affiliate shall incur or in the opinion of Lender shall be reasonably likely to incur a liability to a Plan, a Multiemployer Plan or PBGC (or service any combination of the foregoing) which would constitute, in the reasonable determination of Lender, a Material Adverse Effect; (xvii) if without Lender's prior written consent (A) any management agreement (other than the Management Agreement) is entered into for the Facility or (B) after the execution of a Management Agreement pursuant to one Section 5.1(b)(P) there is any change in or more Accountstermination of such Management Agreement for the Facility; (xviii) for if any reason except for a termination resulting from an Event of Default committed occurs (as to any party) under the Operating Lease (subject to any applicable notice and cure periods required under the Operating Lease); (xix) if Borrower shall fail to correct, within the time deadlines set by any health, licensing or similar agency, any deficiency that justifies either of the other Partyfollowing actions by such agency with respect to the Facility and such agency commences a termination of any License; (xx) if the Facility is assessed material fines or penalties (as distinguished from establishment of standard settlement accounts) by any state or health, licensing or similar agency having jurisdiction over Borrower, Operator or the Facility; (xxi) if (A) Borrower shall fail to pay any amount due with respect to the FBTC Debt when due and such failure shall continue beyond any applicable grace period or (B) a default or event of default shall occur with respect to the FBTC Debt which shall continue beyond any applicable grace period or (C) if any of the loan documents evidencing the FBTC Loan is amended without the Lender's prior written consent; and (xxxii) Seller if Operator fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance provide Lender with any effective Confirmation; the written notice (xitogether with the required deliveries) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation Section 8.33 which failure is not remedied within five (except to the extent such failure constitutes a separate Event of Default); or (xii5) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out days of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain date such written notice and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltydeliveries were due.

Event of Default. “A breach of this Lease shall exist if any of the following events (severally "Event of Default” means " and collectively "Events of Default") shall occur: (1) Lessee shall have failed to pay the Basic Rent, together with interest thereon as aforesaid, Percentage Rent, Additional Rent, or any other charge, Imposition or any other obligation of Lessee requiring the payment of money under the terms of this Lease, and such failure shall continue for a period of thirty (30) days following notice from Authority; or (2) Lessee shall have failed to perform any term, covenant or condition of this Lease, to be performed by Lessee, except those requiring the payment of money, and Lessee shall have failed to cure same within thirty (30) days after written notice from Authority, delivered in accordance with the provisions of this Lease, where such failure could reasonably be cured within said thirty (30) day period, provided, however, that where such failure could not reasonably be cured within said thirty (30) day period, Lessee shall not be in default unless it has failed to promptly commence and thereafter be continuing to make diligent and reasonable efforts to cure such failure as soon as practicable; or (3) Lessee shall have made a general assignment of its assets for the benefit of its creditors; or (4) A court shall have made or entered any decree or order: (i) Buyer fails adjudging Lessee to provide adequate assurance of performance to Seller pursuant to Article 3be bankrupt or insolvent; (ii) Buyer fails to pay undisputed amounts by approving as properly filed a petition seeking reorganization of Lessee or an arrangement under the invoice due datebankruptcy laws or any other applicable debtor's relief law or statute of the United States or any such thereof; (iii) either Party makes an assignment appointing a receiver, trustee or any general arrangement assignee of Lessee in bankruptcy or insolvency or for the benefit of creditorsits property; (iv) either Party defaults in any payment obligation to directing the other Partywinding up or liquidation of Lessee and such decree or order shall have continued for a period of thirty (30) days; or (v) either Party defaults in any material payment obligation Lessee shall have voluntarily submitted to any of its creditors; (vi) either Party files or filed a petition seeking any such decree or otherwise commences, authorizesorder; or (5) The sequestration or attachment of or execution or other levy on Lessee's interest in this Lease or the Leased Premises or any improvements located thereon shall have occurred and Lessee shall have failed to obtain a return or release of such property within thirty (30) days thereafter, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has prior to sale pursuant to such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for deliverybuy, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltywhichever first occurs.

Event of Default. The occurrence of any one or more of the following events shall constitute an event of default (an “Event of Default” means ”) of Subtenant under this Sublease: (i) Buyer fails if Subtenant shall fail to provide adequate assurance pay any installment of performance Monthly Base Rent or Additional Rent provided herein and such failure shall continue for a period of five (5) days after written notice thereof to Seller pursuant to Article 3Subtenant by Sublandlord; (ii) Buyer fails if Subtenant shall fail to pay undisputed amounts secure insurance or in providing evidence of insurance as set forth in Section 15 of this Sublease and such failure shall continue for a period of five (5) days after written notice thereof to Subtenant by the invoice due dateSublandlord; (iii) either Party makes if Subtenant shall be adjudged an assignment involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Subtenant asking reorganization of Subtenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any general arrangement for state, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the benefit date of creditorsthe entry or granting thereof; (iv) either Party defaults if Subtenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any payment obligation petition pursuant or purporting to be pursuant to the other PartyFederal bankruptcy laws now or hereafter amended, or Subtenant shall institute any proceedings for relief of Subtenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; (v) either Party defaults if Subtenant shall admit in any material payment obligation to any of writing its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable inability to pay its debts as they fall become due; (vi) if Subtenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Subtenant or any of the property of Subtenant; (vii) if Subtenant shall, by its act or omission to act, cause a default under the Prime Lease and such default shall not be cured within the time, if any, permitted for such cure under the Prime Lease; (viii) if any termination of the Prime Lease occurs as a result of any act or omission of Subtenant, its employees or agents; (ix) either Party terminates this Agreement and/or if Subtenant shall violate or fail to perform any effective Confirmation (of the other conditions, covenants or service to one agreements herein made by Subtenant and such violation or more Accounts) for any reason except failure shall continue for a termination resulting from an Event period of Default committed thirty (30) days after written notice thereof to Subtenant by the other PartySublandlord; (x) Seller fails to sell and schedule for deliveryif Subtenant shall abandon the Premises before the Termination Date of this Sublease; or (xi) if Subtenant assigns this Sublease or subsubleases all or a part of the Premises, or Buyer fails to purchase and receive natural gas except in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltySection 9 hereof.

Event of Default. (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default” means ”): (i) Buyer fails if any portion of the Debt is not paid on or before the fifth (5th) day after the date the same is due and payable, subject to provide adequate assurance the provisions of performance to Seller pursuant to Article 3; Section 3.7 hereof; (ii) Buyer fails if any of the Basic Carrying Costs are not paid on or before the date when the same are due and payable, subject to pay undisputed amounts by the invoice due date; provisions of Section 3.7 hereof; (iii) either Party makes an assignment if the Policies are not kept in full force and effect or any general arrangement for if certified copies of the benefit Policies are not delivered to Lender on request, subject to the provisions of creditors; Section 3.7 hereof; (iv) either Party defaults in any payment obligation if Borrower or Operating Lessee attempts to the other Party; (v) either Party defaults in any material payment obligation to any of assign its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes rights under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents; (except to the extent such failure constitutes a separate Event of Default); or (xiiv) either Party makes a if any representation or warranty that is made by Borrower, Operating Lessee, SPE Component Entity, or any Guarantor herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender shall have been false or misleading in any material respect at as of the date the representation or warranty was made, provided, that Borrower shall have sixty (60) days after notice from Lender to cure in a manner satisfactory to Lender the event or circumstance that caused such representation or warranty being false or misleading in any material respect provided that (x) such event or circumstance is susceptible to cure and (y) Borrower pays Lender any costs, losses or damages suffered by Lender due to such representation or warranty being false or misleading in any material respect; provided, however, Borrower shall have no opportunity to cure any breach of a representation or warranty (A) made to Borrower’s knowledge (i.e. which Borrower knew was false when made), or (B) that was otherwise intentionally; (vi) if Borrower, Operating Lessee or SPE Component Entity shall make an assignment for the benefit of creditors; (vii) if a receiver, liquidator or trustee shall be appointed for Borrower, Operating Lessee or SPE Component Entity, or if Borrower, Operating Lessee or SPE Component Entity shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to the Bankruptcy Code, or any similar federal or state Law, shall be filed by or against, consented to, or acquiesced in by, Borrower, Operating Lessee or SPE Component Entity, or if any proceeding for the dissolution or liquidation of Borrower, Operating Lessee or SPE Component Entity shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower, Operating Lessee or SPE Component Entity, upon the same not being discharged, stayed or dismissed within ninety (90) days; (viii) only upon the declaration by Lender that the same constitutes an Event of Default (which declaration may be made by Lender in its sole discretion), if (A) any Guarantor shall make an assignment for the benefit of creditors, or (B) a receiver, liquidator or trustee shall be appointed for any Guarantor, or if any Guarantor shall be adjudicated a bankrupt or insolvent, or (C) any petition for bankruptcy, reorganization or arrangement pursuant to the Bankruptcy Code, or any similar federal or state Law, shall be filed by or against, consented to, or acquiesced in by, any Guarantor, or (D) any proceeding for the dissolution or liquidation of any Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by any Guarantor, upon the same not being discharged, stayed or dismissed within sixty (60) days; (ix) if Borrower or Operating Lessee Transfers the Property or any portion thereof in violation of Article VI hereof; (x) if Borrower, Operating Lessee or SPE Component Entity fails to comply with the terms and provisions of Article VIII hereof in any material respect; (xi) if Borrower or Operating Lessee fails to comply with the terms and provisions of Article III or Article XII hereof within ten (10) Business Days after request by Lender; (xii) if Borrower or Operating Lessee fails to comply with the terms and provisions of Section 5.9, Section 5.17, Section 5.23, or Section 5.29(a) hereof; or Borrower or Operating Lessee fails to comply with the terms and provisions of Section 5.10, Section 5.24, Section 5.25, Section 5.26, Section 5.27, Section 5.28 or Section 5.29(b) hereof, and such failure continues for a period of fifteen (15) Business Days after notice thereof from Lender; (xiii) if Borrower or Operating Lessee fails to comply with the terms and provisions of Section 5.22 hereof, and any Lien shall remain undischarged of record (by payment, bonding or otherwise) for a period of thirty (30) days, subject to Borrower’s right to contest set forth in the definition of Permitted Encumbrances; (xiv) if Borrower fails to comply with the terms and provisions of Section 11.1 or Section 11.2 hereof, and such failure continues for a period of fifteen (15) Business Days after notice thereof from Lender; (xv) if Borrower or Operating Lessee is a Plan or a Governmental Plan, or if its assets constitute Plan Assets; (xvi) if a final judgment not covered by insurance in excess of $500,000 is entered against Borrower, Operating Lessee, or SPE Component Entity and such party fails to discharge or bond such judgment within ten (10) Business Days of the date of such judgment; (xvii) if the Security Instrument or any of the other Loan Documents fail to have a first priority Lien on the Property, subject only to the Permitted Encumbrances; provided, however, no Event of Default shall exist hereunder to the extent that any such defect is deemed curable by Lender in its reasonable discretion and Borrower fails to cure any such defect within fifteen (15) Business Days after notice thereof from Lender; (xviii) if foreclosure or attachment proceedings are instituted against the Property upon any other Lien or claim, whether alleged to be superior or junior to the Lien of the Security Instrument or the other Loan Documents; (xix) [INTENTIONALLY OMITTED]; (xx) if Borrower, Operating Lessee, SPE Component Entity, any Guarantor, any Affiliate of any of the foregoing, or any of their respective agents or representatives shall commit any act of waste or arson with respect to the Property; (xxi) if Borrower, Operating Lessee, SPE Component Entity, any Guarantor, any Affiliate of any of the foregoing, or any of their respective agents or representatives shall commit any criminal act which results in the seizure, forfeiture or loss of the Property; (xxii) if Borrower or Operating Lessee misappropriates or misapplies any (A) Insurance Proceeds, (B) Awards or other amounts received in connection with the Condemnation of all or a portion of any Property, (C) Rents (including, but not limited to security deposits, advance deposits or any other deposits and Lease Termination Payments) or (D) funds disbursed by Lender from any of the Reserve Funds and such funds have not been restored within fifteen (15) days after Lender notifies Borrower of such misappropriation or misapplication; (xxiii) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if Borrower or Operating Lessee shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period; (xxiv) if there shall be a default under the Security Instrument, any of the other Loan Documents or any guaranty or indemnity executed in connection herewith (including, without limitation, the Guaranty and the Environmental Indemnity) and such default continues beyond any applicable notice and cure periods contained in such documents; (xxv) if a default under the Approved Management Agreement has occurred and continues beyond any applicable cure period thereunder if such default permits the Approved Manager thereunder to terminate or cancel the Approved Management Agreement; (xxvi) if a default under any REA has occurred and continues beyond any applicable cure period thereunder if such default permits any party thereto to terminate or cancel such REA; (xxvii) if any Guarantor revokes or attempts to revoke any Guaranty; (xxviii) if (A) Borrower shall fail (beyond any applicable notice or grace period) to pay any rent, additional rent or other charges payable under any Property Document as and when payable thereunder, (B) Borrower defaults under the Property Documents beyond the expiration of applicable notice and grace periods, if any, thereunder, (C) any of the Property Documents are amended, supplemented, replaced, restated or otherwise modified without Lender’s prior written consent or if Borrower consents to a transfer of any party’s interest thereunder without Lender’s prior written consent, (D) any Property Document and/or the estate created thereunder is canceled, rejected, terminated, surrendered or expires pursuant to its terms, unless in such case Borrower enters into a replacement thereof in accordance with the applicable terms and provisions hereof or (E) a Property Document Event occurs; (xxix) [INTENTIONALLY DELETED]; (xxx) if a default has occurred and continues beyond any applicable cure period under the Franchise Agreement, and such default permits a party to terminate or cancel the Franchise Agreement; (xxxi) if Operating Lessee ceases to operate a hotel on the Property or terminates such business for any reason whatsoever (other than temporary cessation in connection with any renovations to the Property or restoration of the Property after Casualty or Condemnation); (xxxii) if Operating Lessee terminates or cancels the Franchise Agreement or operates the Property under the name of any hotel chain or system other than Franchisor, without Lender’s prior written consent; (xxxiii) The Operating Lease shall no longer be in effect for any reason whatsoever other than the termination thereof pursuant to Section 5.31(ii) or Section 5.31(iii) hereof, including, without limitation, expiration of the Operating Lease by its terms absent renewal or extension of the Operating Lease or the prior written consent of Lender; (xxxiv) if Borrower or Operating Lessee shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xxxiii) above, for ten (10) days after notice to Borrower and Operating Lessee from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Borrower or Operating Lessee shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time during as is reasonably necessary for Borrower or Operating Lessee in the term exercise of due diligence to cure such Default, such additional period not to exceed ninety (90) days. Provided, it being acknowledged and agreed by Lender that any such Event of Default that occurs by reason of the failure of the Approved Manager to perform its obligations under the Approved Management Agreement (other than an Event of Default arising from failure to pay money) shall not be an Event of Default unless Borrower or Operating Lessee fails, beyond any applicable notice or cure period, to replace the Approved Manager to the extent required by Lender pursuant to the terms of this Agreement. . (b) Upon the occurrence of an Event of Default, the Party not committing the Default (other than an Event of Default described in clauses (“Non-Defaulting Party”vi), (vii) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmationsor (viii) above) and at any time thereafter, in addition to any and all other rights or remedies available hereunder. 5. REMEDY 5.1 During to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and Operating Lessee and in and to the Property, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any Delivery Periodor all rights or remedies provided in the Loan Documents against Borrower, if either Party commits an Operating Lessee and the Property, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (the “Defaulting Party”vi), then (vii) or (viii) above, the Defaulting Party Debt shall pay immediately and the Non-Defaulting Party shall be entitled toautomatically become due and payable, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantifywithout notice or demand, and agree that this provision for calculating damages (i) is reasonable Borrower and Operating Lessee hereby expressly waive any such notice or demand, anything contained herein or in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyLoan Document to the contrary notwithstanding.

Event of Default. The occurrence of any of the following shall constitute an “Event of Default” means under this Agreement: (ia) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails Borrower or any Subsidiary Guarantor shall fail to pay undisputed when due any principal, interest, fees or other amounts by payable under any of the invoice due date; Loan Documents. (iiib) either Party makes an assignment Any financial statement or certificate furnished to Bank in connection with, or any general arrangement for the benefit of creditors; (iv) either Party defaults in representation or warranty made by Borrower or any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizesSubsidiary Guarantor, or acquiesces in the commencement of a proceeding or causes any other party under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except other Loan Document shall prove to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is be incorrect, false or misleading in any material respect at when furnished or made. (c) Any default in the performance of or compliance with any time during the term of this Agreement. Upon the occurrence of obligation, agreement or other provision contained herein or in any other Loan Document (other than those specifically described as an “Event of Default” in this Section 7.1), and with respect to any such default that by its nature can be cured, such default shall continue for a period of twenty (20) days from its occurrence; provided that if Borrower has diligently commenced to cure such default but such default cannot reasonably be cured within such twenty (20) day period, the time period for such cure shall be reasonably extended within Bank’s sole discretion. (d) Any default in the payment or performance of any obligation, or any defined event of default, under the terms of any contract, instrument or document (other than any of the Loan Documents) pursuant to which Borrower or any Third Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right Obligor has incurred any debt or other liability to suspend service and/or terminate this Agreementany person or entity, including all effective ConfirmationsBank, and with respect to any such default that by its nature can be cured, such default shall continue for a period of twenty (20) days from its occurrence; provided that if Borrower has diligently commenced to cure such default but such default cannot reasonably be cured within such twenty (20) day period, the time period for such cure shall be reasonably extended within Bank’s sole discretion; provided, further that if the contract, instrument or document under which the default or event of default occurs does not provide for a cure period, or provides for a cure period of less than twenty (20) days, then either no cure period or such shorter cure period shall be applicable to an event of default under this Section 7.1(d). (e) Borrower or any Third Party Obligor shall become insolvent, or shall suffer or consent to or apply for the appointment of a receiver, trustee, custodian or liquidator of itself or any of its property, or shall generally fail to pay its debts as they become due, or shall make a general assignment for the benefit of creditors; Borrower or any Third Party Obligor shall file a voluntary petition in bankruptcy, or seeking reorganization, in addition order to effect a plan or other arrangement with creditors or any and all other remedies available hereunder. 5. REMEDY 5.1 During relief under the Bankruptcy Code, or under any Delivery Periodstate or federal law granting relief to debtors, if either whether now or hereafter in effect; or Borrower or any Third Party commits Obligor shall file an Event answer admitting the jurisdiction of Default (the “Defaulting Party”), then the Defaulting Party shall pay court and the Non-Defaulting material allegations of any involuntary petition; or Borrower or any Third Party Obligor shall be entitled toadjudicated a bankrupt, or an order for relief shall be entered against Borrower or any Third Party Obligor by any court of competent jurisdiction under the Bankruptcy Code or any other applicable state or federal law relating to bankruptcy, reorganization or other relief for debtors. (f) The filing of a notice of judgment lien in an amount in excess of $500,000 or a series of notices of judgment liens in an amount in excess of $1,000,000 in the aggregate, against Borrower or any Third Party Obligor which lien or liens are not satisfied or stayed within thirty (30) days; or the recording of any abstract of judgment in an amount in excess of $500,000 or a series of abstracts of judgment in an amount in excess of $1,000,000 in the aggregate against Borrower or any Third Party Obligor in any county in which Borrower or such Third Party Obligor has an interest in real property which judgment or judgments are not satisfied or stayed within thirty (30) days; 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 any Third Party Obligor in an amount in excess of $500,000 or a series of notices of levy and/or writs of attachment or execution in an amount in excess of $1,000,000 in the aggregate which notice and/or writ or notices and/or writs are not satisfied or stayed within thirty (30) days; or the entry of a judgment in an amount in excess of $500,000 or a series of judgments in an amount in excess of $1,000,000 in the aggregate against Borrower or any Third Party Obligor which judgment or judgments are not satisfied or stayed within thirty (30) days; or any involuntary petition or proceeding pursuant to the Bankruptcy Code or any other applicable state or federal law relating to bankruptcy, reorganization or other relief for debtors is filed or commenced against Borrower or any Third Party Obligor. (g) An event or circumstance particularly applicable to the Borrower or the Borrower’s Subsidiaries that has had or could reasonably be expected to have a Material Adverse Effect occurs. (h) The dissolution or liquidation of Borrower or any Third Party Obligor if a corporation, partnership, joint venture or other type of entity; or Borrower or any such Third Party Obligor, or any of its directors, stockholders or members, shall take action seeking to effect the dissolution or liquidation of Borrower or such Third Party Obligor, except as to a dissolution or liquidation of any Third Party Obligor with all or substantially all of its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult assets being transferred to ascertain and quantify, and agree that this provision for calculating damages Borrower or another Third Party Obligor in connection with such dissolution or liquidation. (i) A Change of Control occurs. (j) A Reportable Event as defined in ERISA has occurred and is reasonable continuing with respect to any Plan initiated by Borrower or any Subsidiary Guarantor or Borrower or any Subsidiary Guarantor (i) fails to comply in light any material respect with any applicable provisions of the anticipated or actual harmERISA, (ii) shall be followed in lieu violates any material provision of any other methods of calculating Plan it maintains or estimating direct actual damagesto which it contributes, and (iii) fails to meet its minimum funding requirements under ERISA with respect to each Plan, or (iv) is unable to fulfill its benefit obligations as they come due in accordance with the Plan documents and under GAAP. The foregoing excludes multi-employer plans over which Borrower and/or Subsidiary Guarantors have no control but only to the extent that any of the circumstances described in this Section 7.1(j) are not the result of a penaltyfailure by Borrower or any Subsidiary Guarantor to contribute to any such multi-employer plan. (k) This Agreement or any of the other Loan Documents ceases to be in full force and effect at any time and for any reason, other than due to the act of Bank.

Event of Default. The occurrence of any of the following shall be an “Event of Default” means ”: (a) Failure on the part of Tenant to pay any part of the Base Rent or Additional Rent, or any other sums of money that Tenant is required to pay under this Lease where such failure continues for a period of five (5) business days after written notice of default from Landlord to Tenant; provided, however, that Landlord shall not be required to provide such notice more than three (3) times during any twenty-four (24) month period during the Term with respect to non-payment of Base Rent or Additional Rent payable to Landlord, the third such non-payment constituting default without requirement of notice. 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 (i) Buyer fails on the part of Tenant to provide adequate assurance comply with the obligations under Section 4.7 which failure, unless otherwise provided in Section 4.7, continues for a period of performance to Seller pursuant to Article 3; ten (10) days after written notice from Landlord or (ii) Buyer fails on the part of either or both of the SGI Parties to timely pay any amounts due and owing or otherwise perform under the indemnity provisions of the Purchase Agreements or the Ground Lease Assignments which failure continues for a period of ten (10) days after written notice from Landlord. (c) Failure of Tenant to perform any other covenant, condition or requirement of this Lease when such failure shall continue for a period of thirty (30) days; provided that if the nature of the default is such that more than thirty (30) days are reasonably required for its cure, then an Event of Default shall not be deemed to have occurred if Tenant shall commence such cure within said thirty (30) day period and thereafter diligently and continuously prosecute such cure to completion and shall complete such cure within one hundred twenty (120) days after such failure shall first occur. 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. (d) The abandonment of the entire Premises by Tenant. (e) Tenant shall admit in writing its inability to pay undisputed amounts by the invoice due date; (iii) 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 Party makes now or hereafter in effect, make an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; , consent to or acquiesce in the appointment of a receiver of itself or of the whole or any substantial part of the Premises. (vif) either Party files 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 thirty (30) days after the date of entry of such order, judgment, or decree, or a stay thereof shall be thereafter set aside. (g) 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 otherwise commencesliquidation law or statute of the federal or state government or any subdivision of either now or hereafter in effect, authorizesand such order, judgment or decree shall not be vacated, set aside or stayed within thirty (30) days from the date of entry of such order, judgment or decree, or acquiesces in a stay thereof shall be thereafter set aside. (h) The occurrence of (i) the commencement acceleration of a proceeding or causes the obligations of Tenant under any bankruptcy Indebtedness or similar law other obligations under which it is liable for more than $20,000,000 or (ii) the maturity of $20,000,000 or more of Indebtedness of Tenant by its terms which has not been paid or (iii) the entry of any judgment against Tenant for $20,000,000 or more which has not been vacated or appealed and stayed; provided that for the protection purposes of creditors or has such petition filed or proceeding commenced against it; clauses (viii) either Party otherwise becomes bankrupt or insolvent and (however evidencedii); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term indebtedness shall not include indebtedness for the deferred purchase price of this Agreement. Upon the property or services. (i) The occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if under either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyOther Lasses.

Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”): (a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made and such breach is not remedied within thirty (30) days of written notice thereof; (b) if any Rental or other Monetary Obligation due under this Lease is not paid within three (3) Business Days after written notice of failure to pay the same; provided, however, that Lessor shall only be obligated to provide such written notice and the three (3) Business Day cure period shall only be available once in any twelve (12) month period; provided, further, that any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof; 4837-1132-0135.14 STORE / RT Logic (Kratos) Lease Agreement (New Building Area) File No.: 7210/02-525.1 (c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against the Property; (d) if, following the Occupancy Date and subject to Lessee’s rights under Section 8.01(b), Lessee vacates or abandons the Property; (e) if there is an Insolvency Event affecting Lessee or the Guarantor; (f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place the Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee written notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30)‑day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required; (g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof; (h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; (i) if the estate or interest of Lessee in the Property shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or (j) if there is an “Event of Default” means (i) Buyer fails to provide adequate assurance or other breach or default by Lessee or the Guarantor under any of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment other Transaction Documents or any general arrangement for Other Agreement , after the benefit passage of creditorsall applicable notice and cure or grace periods; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commencesprovided, authorizeshowever, or acquiesces in the commencement event that this Lease has been the subject of a proceeding Securitization and any Other Agreement has not been the subject of the same Securitization or causes any series relating to such Securitization, an “Event of Default” under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Other Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from shall not constitute an Event of Default committed by the other Party; under this Lease. 4837-1132-0135.14 STORE / RT Logic (xKratos) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; Lease Agreement (xiNew Building Area) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“NonFile No.: 7210/02-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penalty.525.1

Event of Default. “Event An event of Default” means (i) Buyer fails to provide adequate assurance default shall mean a breach of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts the Contract or by the invoice due date; (iii) either Party makes an assignment or any general arrangement for Design-Build Firm. Without limiting the benefit generality of creditors; (iv) either Party defaults the foregoing and in any payment obligation addition to the other Party; (v) either Party defaults in any material payment obligation those instances referred to any of its creditors; (vi) either Party files herein as a petition or otherwise commencesbreach, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, shall include but not limited to, the Party following:  The Design-Build Firm has not committing performed the Event Work in a timely manner;  The Design-Build Firm has refused or failed, except in case for which an extension of Default (“Nontime is provided, to supply properly skilled staff or provided sufficient quantities of staff to perform the Work;  The Design-Defaulting Party”) Build Firm has failed to make prompt payment to Subcontractor, Subconsultant or suppliers for any services or materials they have provided;  The Design-Build Firm has become insolvent or has assigned the proceeds received for the benefit of the Design-Build Firm‟s creditors, or the Design-Build Firm has taken advantage of any insolvency statute or debtor/creditor law or if the Design-Build Firm‟s affairs have been put in the hands of a receiver;  The Design-Build Firm has failed to obtain the approval of the City where required by the Contract;  The Design-Build Firm has failed in the representation of any warranties stated herein;  When, in the opinion of the City, reasonable grounds for uncertainty exist with respect to the Design-Build Firm‟s ability to perform the Work, the City shall notify the Design-Build Firm in writing that it must, within the time frame set forth in the City‟s request, provide adequate assurances and a plan of action to the City, in writing, of the Design-Build Firm‟s ability to perform in accordance with the terms of the Contract Documents. In the event that the Design-Build Firm fails to provide to the City the requested assurances within the prescribed time frame, the City may: o Treat such failure as a repudiation of the Contract and/or; o Resort to any remedy for breach provided herein or by law, including but not limited to, taking over the performance of the Work or any part thereof either by itself or through others.  In the event the City may, at its sole discretion terminate the Contract for default, the City or its designated representatives may immediately take possession of all applicable documentation and data.  Where the City erroneously terminates the Contract or for default, the terminations shall be converted to a Termination for Convenience, and the Design-Build Firm shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu no further recourse of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltynature for wrongful termination.

Event of Default. “Each of the following shall constitute an Event of Default” means : (ia) Buyer fails to provide adequate assurance If any representation or warranty of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults Carvana contained herein is false in any material payment respect when made or deemed made; (b) If any representation or warranty of Carvana contained in a Transaction Document is false in any material respect when made or deemed made; provided, however, if such false representation or warranty is not intentionally made by Carvana and is of the nature that such false representation or warranty can be cured, Carvana shall have fifteen (15) days from the date upon which Carvana receives written notice from VMRE identifying the false representation or warranty and declaring the default to cure such false representation or warranty; (c) If Carvana represents to VMRE a materially false statement about any portion of this Agreement, the Transactions or a Property; provided, however, if such materially false statement is not intentionally made by Carvana and is of the nature that such materially false statement can be cured, Carvana shall have fifteen (15) days from the date upon which Carvana receives written notice from VMRE identifying the materially false statement and declaring the default to cure such materially false statement; (d) If Carvana fails to timely and properly perform any covenant, requirement and/or obligation imposed on Carvana pursuant to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and does not cure the default within thirty (30) days from when Carvana receives written notice form VMRE identifying the unperformed covenant, requirement and/or any effective Confirmation obligation imposed on Carvana pursuant to this Agreement and declaring the default; (or service to one or more Accountse) for any reason except for a termination resulting from If there is an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with under any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except Operator Lease which is not cured according to the extent terms of such failure constitutes a separate Operator Lease or if there is an Event of Default); Default under any of the Other Agreements which is not cured according to the terms of the applicable Other Agreements; (f) An Insolvency Event occurs with respect to Carvana or Carvana Lessee; (xiig) either Party makes If there is a representation default under any Ground Lease which is not cured by Carvana prior to the expiration of any notice or warranty that cure period provided under such Ground Lease or if a Ground Lease is false or misleading in any material respect terminated at any time during which an Operator Lease was in effect with respect to the term applicable Property, except if such termination occurs in connection with a Carvana Repurchase or Put of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the applicable Property; or (h) If Carvana fails to cure a Property Event of Default (“Non-Defaulting Party”) shall have in the right to suspend service and/or terminate this Agreement, including all effective Confirmations, manner and with the cure period provided for in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltySection 9.2 hereof.

Event of Default. The Debtor and DIP Lender agree that each of the following events, unless waived by the DIP Lender in writing, shall constitute an “Event of Default” means ”: (i) Buyer the Debtor (A) fails to provide adequate assurance pay any payment (whether principal, interest, or otherwise) when such amount becomes due and payable under the DIP Note or (B) defaults in the due performance or observance of performance any other term, covenant, or agreement contained in the DIP Note (and, if such default is capable of being remedied, it has not been remedied within the cure period set forth in the DIP Note or, if no such cure period is provided, it has not been remedied to Seller pursuant the reasonable satisfaction of the DIP Lender five (5) business days following written notice to Article 3; the Debtor of the occurrence of such event of default); (ii) Buyer fails to pay undisputed amounts any representation, warranty, or statement made by the invoice due date; (iii) either Party makes an assignment Debtor herein or any general arrangement for in the benefit of creditors; (iv) either Party defaults DIP Note or in any payment obligation certificate delivered in connection with the DIP Note proves to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading be untrue in any material respect on the date on which made or deemed made; (iii) the security interest granted to the DIP Lender ceases to be in full force and effect, or ceases to create a perfected security interest in, and lien on, the DIP Collateral (as defined below) purported to be created thereby; (iv) the DIP Note is or becomes invalid, ineffective, or unenforceable against the Debtor, in whole or in part, or the Debtor so asserts or at any time during denies the liability or the DIP Obligations under the DIP Note; (v) the Court enters an order dismissing the Chapter 11 Case or converting it to a case under Chapter 7 or any other chapter of the Bankruptcy Code, or appointing a trustee or other responsible officer or an examiner with enlarged powers relating to the operation of the Debtor’s business (beyond those set forth in sections 1106(a)(3) or (4) of the Bankruptcy Code) under section 1104 of the Bankruptcy Code, in each case, without the consent of the DIP Lender in its sole discretion; (vi) the Court enters an order granting relief from the automatic stay applicable under section 362 of the Bankruptcy Code authorizing an action by a lienholder (other than the DIP Lender) with respect to assets of the Debtor on which the lienholder has a lien with an aggregate value in excess of $50,000; (vii) the Debtor seeks to, advocates, or otherwise supports any other person’s motion to disallow, in whole or in part, the DIP Obligations or to challenge the validity, priority, or enforceability of the Priming DIP Liens and superpriority claims hereunder (for avoidance of doubt, complying with document requests shall not constitute a breach of the foregoing); (viii) a debtor in possession financing order is entered in form and substance that is not acceptable to the DIP Lender in its reasonable discretion or from and after the date of entry thereof, the Interim DIP Order or the Final DIP Order, as applicable, ceases to be in full force and effect or is vacated, stayed, reversed, modified, or amended (or the Debtor takes any step to accomplish any of the foregoing) without the consent of the DIP Lender in its sole discretion; (ix) any of the orders approving the Plan or the disclosure statement to the Plan (the “Disclosure Statement”) are vacated, stayed, reversed, modified, or amended without the consent of 5Y; (x) the Debtor makes any payments on any indebtedness that arose before the Petition Date other than as provided in the Approved Budget or otherwise consented to by the DIP Lender in its sole discretion; (xi) the Debtor takes any action, or as to insiders, permits any action, that would result in an “ownership change” as such term is used in section 382 of this Agreement. Upon title 26 of the United States Code (except for the Plan); (xii) the Interim DIP Order is stayed, reversed, vacated, amended or otherwise modified in any respect without the prior written consent of the DIP Lender in its sole discretion; (xiii) the Debtor fails to provide 5Y and its agents with reasonable access to the Debtor’s books, records, and management through the Effective Date of the Plan; (xiv) the Debtor breaches or fails to comply with the terms of the DIP Orders or the Plan, in any material respect; (xv) any of the Chapter 11 Milestones (as defined, and set forth, on Exhibit B to the DIP Note) are not satisfied; (xvi) one or more judgments or decrees is entered against the Debtor or its estate involving in the aggregate a postpetition liability (not paid or fully covered by insurance or otherwise considered permitted indebtedness) of $50,000 or more, and all such judgments or decrees are not vacated, discharged, stayed or bonded pending appeal; (xvii) the DIP Note or any other DIP Document ceases, for any reason, to be in full force and effect or the Debtor shall so assert in writing, or the Priming DIP Liens cease to be effective and perfected with respect to any material item of DIP Collateral (as defined below) described therein with the priority purported to be created by the DIP Documents; (xviii) the Debtor fails to provide all information, approvals, documents or other instruments as the DIP Lender may reasonably request, and as are customary for postpetition lenders or plan sponsors to request; (xix) the Debtor announces its intention to proceed with any reorganization, merger, consolidation, tender offer, exchange offer, business combination, joint venture, partnership, sale of a material portion of assets, financing (whether debt, including any debtor in possession financing other than the DIP Financing, or equity), recapitalization, workout, or restructuring of the Debtor (including, for the avoidance of doubt, a transaction premised on a chapter 11 plan or a sale of a material portion of assets under section 363 of the Bankruptcy Code), other than the Restructuring Transaction (an “Alternative Transaction”); (xx) the Court approves an Alternative Transaction; (xxi) the Debtor files an application or motion for the approval of postpetition financing from any party other than the DIP Lender, including financing that provides for superpriority claims or priming liens on any of the DIP Lender’s collateral without the written consent of the DIP Lender in its sole discretion; (xxii) the Court enters an order terminating the right of the Debtor to use the DIP Financing; (xxiii) the Debtor exceeds the disbursements contemplated in the Approved Budget; provided, however, that for each period of two (2) weeks (or, if shorter, since the Petition Date), for the period from the Petition Date, in each case measured on a cumulative basis, adverse variances for any disbursement line item under the Approved Budget of up to 10% of the amount of disbursements in the Approved Budget are permitted (each, a “Permitted Variance”) (provided that adverse variances shall be offset by positive variances in subsequent weeks to ensure that the Debtor’s cash needs under the Approved Budget remain “on-balance” within any given four week period; provided further that in no event shall the DIP Lender be required to fund amounts exceeding the Maximum Commitment), and unused amounts set forth in the Approved Budget for any disbursement line item may be carried forward and used to fund such line item in any subsequent week; or (xxiv) Any claim or lien having a priority superior to or pari passu with those granted by the DIP Orders to the DIP Lender is granted or allowed prior to the occurrence of an Event (a) the payment in full in cash of Default, the Party not committing the Event immediately available funds of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harmDIP Obligations, (iib) shall be followed in lieu the termination or expiration of any other methods of calculating or estimating direct actual damagesall commitments to extend credit to the Debtor under the DIP Documents, and (iiic) is not a penaltythe cash collateralization in respect of any asserted claims, demands, actions, suits, proceedings, investigations, liabilities, fines, costs, penalties, or damages for which the DIP Lender may be entitled to indemnification by the Debtor (“Paid in Full”); or (xxv) The Debtor, without the DIP Lender’s prior written consent (which shall be given or refused in the DIP Lender’s sole discretion) seek to modify, vacate or amend the DIP Orders or any DIP Documents.

Event of Default. “An Event of Default” means (i) Buyer fails Default will be the occurrence of any one of the following events, and upon that occurrence Lender may, at ▇▇▇▇▇▇'s option, subject to provide adequate assurance of performance Paragraph 13 below, declare all sums secured by this Mortgage to Seller pursuant to Article 3; (ii) Buyer fails be immediately due and payable. a. Failure to pay undisputed amounts the amount of any installment of principal and interest, or other charges payable on the Note, which shall have become due; b. Nonperformance by Borrower of any covenant, agreement, term, or condition of this Mortgage, or of the invoice Note, or of any other agreement made by Borrower with Lender in connection with such indebtedness, after Borrower has been given due date; notice (iiiParagraph 13) either Party makes an assignment by Lender of such nonperformance and thirty (30) days to cure; c. Failure of Borrower to perform any covenant, agreement, term or condition in any instrument creating a lien upon the Mortgaged Property, or any general arrangement part thereof, which shall have priority over the lien of this Mortgage which continues beyond any applicable grace or cure period and for which a default has been declared; d. ▇▇▇▇▇▇'s discovery of ▇▇▇▇▇▇▇▇'s failure in any application of Borrower to Lender to disclose any fact deemed by Lender to be material, or the making herein, or in any of the agreements entered into by Borrower with ▇▇▇▇▇▇ (including, but not limited to, the Note and this Mortgage) of any material misrepresentation by, on behalf of, or for the benefit of creditors; (iv) either Party defaults in any payment obligation Borrower; e. Failure by the Borrower to submit promptly to the other Party; (v) either Party defaults in any material Lender or ▇▇▇▇▇▇'s designated agent proof of payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell all insurance and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled totaxes, as its exclusive remedyrequired herein; or f. IF ▇▇▇▇▇▇▇▇ DOES NOT REMAIN OWNER, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occurOR IF ALL OR ANY PART OF THE PROPERTY OR AN INTEREST THEREIN IS RENTED, damages would be difficult to ascertain and quantifyLEASED, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harmSOLD, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damagesMORTGAGED, and (iii) is not a penaltyLIENED, OR OTHERWISE TRANSFERRED BY BORROWER, EXCEPT IN THE ORDINARY COURSE OF BUSINESS AS A MIXED INCOME LOW INCOME HOUSING TAX CREDIT RENTAL APARTMENT COMPLEX, WITHOUT ▇▇▇▇▇▇'S PRIOR WRITTEN CONSENT, OR IF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ IS NOT A DIRECT OR INDIRECT OWNER AND A MANAGER OF THE MANAGING GENERAL PARTNER OF BORROWER, WITHOUT ▇▇▇▇▇▇'S PRIOR WRITTEN CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, THEN IN ANY OF THE FOREGOING EVENTS, ▇▇▇▇▇▇ MAY AT ▇▇▇▇▇▇'S OPTION DECLARE ALL THE SUMS SECURED BY THIS MORTGAGE TO BE IMMEDIATELY DUE AND PAYABLE.

Event of Default. “Event The occurrence of Default” means (i) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accountsof the following events shall constitute an "EVENT OF DEFAULT": (a) for if any reason except for a termination resulting from an Event regularly scheduled portion of Default committed by the Debt is not paid on or prior to the date the same is due or if the entire Debt is not paid on or before the Maturity Date or if any other Party; portion of the Debt is not paid within five (x5) Seller fails to sell days of the date the same is due; (b) intentionally omitted; (c) if the Policies are not kept in full force and schedule for deliveryeffect, or Buyer fails if certified copies of the Policies are not delivered to purchase and receive natural gas Lender as provided in accordance with Section 8.1; (d) if Borrower breaches any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth contained in this Agreement Article 6 or any effective Confirmation covenant contained in Article 7 hereof; (except to the extent such failure constitutes a separate Event of Default); or (xiie) either Party makes a if any representation or warranty that is of, or with respect to, Borrower, Mortgage Borrower, Borrower Principal, or any member, general partner, principal or beneficial owner of any of the foregoing, made herein, in any other Loan Document, or in any certificate, report, financial statement or other instrument or document furnished to Lender at the time of the closing of the Loan or during the term of the Loan shall have been false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default when made (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”a "REP & WARRANTY BREACH"), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages unless (i) is reasonable in light Borrower notifies Lender of the anticipated or actual harm, such Rep & Warranty Breach promptly upon becoming aware of it and (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damagessuch Rep & Warranty Breach (A) was unintentional, (B) is immaterial and (iii) if capable of being cured, is cured within thirty (30) days following notice from Lender; (f) if (i) Borrower or Mortgage Borrower shall commence any case, proceeding or other action (A) under any Creditors Rights Laws, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or Borrower or Mortgage Borrower shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Borrower or Mortgage any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against Borrower or Mortgage any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of any order for any such relief which shall not a penalty.have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or

Event of Default. The occurrence of any one or more of the following events shall constitute a default (an “Event of Default” means ”) hereunder by Tenant: (ia) Buyer fails Failure or refusal to provide adequate assurance pay Base Rent, Additional Rent or any other amount to be paid by Tenant to Landlord hereunder within five (5) calendar days when due. Provided an Event of Default has not occurred in any prior twelve-month period, Landlord shall deliver to Tenant written notice of the failure to pay such amount and an Event of Default shall not have occurred under this Section 23.1(a) if payment is made within there (3) calendar days after written notice is made; (b) Except where a specific time period is otherwise set forth for Tenant’s performance in this Lease, in which event the failure to Seller perform by Tenant within such time period shall be a default under this Section 23(b), and except as set forth in items (a) above and (c) through and including (h) below, failure to perform or observe any other covenant or condition of this Lease to be performed or observed within thirty (30) days following written notice to Tenant of such failure. Such thirty (30) day notice shall be in lieu of, and not in addition to, any required under Section 1161 of the California Code of Civil Procedure or any similar or successor law. Notwithstanding anything contained in this Section 23.1(b) to the contrary, an Event of Default will not have occurred under this Section 23.1(b) if Tenant within said 30-day period commences to cure such default and diligently prosecutes said cure; (c) Abandonment or vacating or failure to accept tender of possession of the Premises or any significant portion thereof. Tenant shall be deemed to have abandoned and/or vacated the Premises if the Premises remain substantially vacant or unoccupied for a period of thirty (30) consecutive days; provided, however, this Section 23.1(c) shall not apply so long as the reception or comparable entry areas within the Premises that are visible from the elevator lobby or multi-tenant corridor on such floor through the entry doors (when closed) or sidelight panels shall be furnished, lighted and cleaned in a manner that makes them appear to be occupied; (d) The taking in execution or by similar process or law (other than by eminent domain) of the estate hereby created; (e) The filing by Tenant or any guarantor hereunder in any court pursuant to Article 3any statute of a petition in bankruptcy or insolvency or for reorganization or arrangement for the appointment of a receiver of all or a portion of Tenant’s property; the filing against Tenant or any guarantor hereunder of any such petition, or the commencement of a proceeding for the appointment of a trustee, receiver or liquidator for Tenant, or for any guarantor hereunder, or of any of the property of either, or a proceeding by any governmental authority for the dissolution or liquidation of Tenant or any guarantor hereunder, if such proceeding shall not be dismissed or trusteeship discontinued within thirty (ii30) Buyer fails to pay undisputed amounts days after commencement of such proceeding or the appointment of such trustee or receiver; or the making by the invoice due date; (iii) either Party makes Tenant or any guarantor hereunder of an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation . Tenant hereby stipulates to the other Party; (v) either Party defaults lifting of the automatic stay in any material payment obligation to any of its creditors; (vi) either Party effect and relief from such stay for Landlord in the event Tenant files a petition or otherwise commencesunder the United States Bankruptcy laws, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection purpose of creditors Landlord pursuing its rights and remedies against Tenant and/or a guarantor of this Lease; (f) Tenant’s failure to cause to be released any mechanics liens filed against the Premises or has such petition the Project within twenty (20) days after the date the same shall have been filed or proceeding commenced against it; recorded; (viig) either Party otherwise becomes bankrupt The making of any material misrepresentation or insolvent (however evidenced); (viii) either Party omission by Tenant or any successor in interest of Tenant in any materials delivered by or on behalf of Tenant to Landlord or Landlord’s lender pursuant to this Lease, provided that if such material misrepresentation or omission is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an reasonably susceptible of cure, then no Event of Default committed shall exist so long as Tenant cures said default within thirty (30) days following written notice to Tenant of such default; or (h) Tenant’s failure to observe or perform according to the provisions of Articles 25 or 26 within two (2) business days after notice from Landlord. All defaults by Tenant of any covenant or condition of this Lease shall be deemed by the parties hereto to be material. At the option of Landlord, in its sole and absolute discretion, if Tenant occupies any other Party; space in the Project (x) Seller fails to sell the “Other Premises”, provided that the Premises and schedule for deliverythe Other Premises are both owned by Landlord at the time of the default), whether by lease, sublease or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; assignment (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this case, an “Occupancy Agreement. Upon ”), the occurrence of an Event of Default, Default hereunder shall also be a default or event of default under the Party not committing the Event Occupancy Agreement and a default or event of Default (“Non-Defaulting Party”) default under such Occupancy Agreement shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits be an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyhereunder.

Event of Default. “The occurrence of any one or more of the following events shall constitute an Event of Default” means : (i) Buyer fails the Borrower, the Servicer or the Seller shall fail to provide adequate assurance of performance make any payment or deposit required to Seller pursuant to Article 3; be made by it under this Agreement or any other Transaction Document when due and such default is not cured or waived within two (2) Business Days following the occurrence thereof; (ii) Buyer fails to pay undisputed amounts any representation, warranty, certification or statement made in writing by the invoice due dateBorrower, the Servicer or the Seller in this Agreement or in or as required pursuant to any other Transaction Document (or any information or report delivered pursuant hereto or thereto) shall prove to have been false or incorrect in any material respect when made or deemed made and such failure, if capable of being remedied, shall continue thirty (30) days after the receipt by the Borrower, the Servicer or the Seller of written notice with respect thereto from the Agent, the Lender or the Custodian or knowledge thereof by an officer of the Borrower, the Servicer or the Seller; provided, however, that a breach of any representation or warranty regarding Venture Loans set forth in Section 6.3(a) shall not constitute an Event of Default so long as Borrower causes Seller to cure such breach in accordance with Sections 2.3, 2.4, or 2.5 of the Purchase Agreement, or purchase such Venture Loan from the Borrower at the Repurchase Price within thirty (30) days thereof or replace such Venture Loan with a Substitute Venture Loan, as set forth in Section 6.2, or optional purchase by the Servicer of Delinquent Venture Loans or Defaulted Venture Loans pursuant to Section 4.12 of the Servicing Agreement; (iii) either Party makes an assignment the Borrower, the Servicer or the Seller shall fail to perform or observe any other covenant or agreement under this Agreement or any general arrangement other Transaction Document to be performed or observed by it (other than as set forth in clause (i) above) and such failure, if capable of being remedied, shall remain unremedied for a period of thirty (30) days after the receipt by the Borrower, the Servicer or the Seller of written notice with respect thereto from the Agent, the Lender or the Custodian or knowledge thereof by an officer of the Borrower, the Servicer or the Seller; (iv) failure of the Servicer, or the Seller to pay any Indebtedness in an amount in excess of Two Hundred Thousand Dollars ($200,000), in each case when such Indebtedness is due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure continues after the applicable notice and grace period (if any), or the default by the Borrower, the Servicer or the Seller in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness in an amount in excess of Two Hundred Thousand Dollars ($200,000) was created or is governed, the effect of which is to cause such Indebtedness to become due or to be declared due prior to its stated maturity; or any such Indebtedness of the Servicer, or the Seller shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof; (v) an Event of Bankruptcy shall occur with respect to the Borrower, the Servicer or the Seller; (vi) any Secured Party shall cease to have a valid and perfected first priority (subject to Permitted Liens) security interest in all rights, titles and interests of the Borrower in the Collateral or any portion thereof and such failure continues unremedied for more than five (5) Business Days after written notice thereof shall have been given to the Borrower by the Agent; (vii) any of the Borrower, the Seller or the Servicer shall (A) assign or attempt to assign its rights under this Agreement or any other Transaction Document, or any interest herein or therein, in contravention of this Agreement or the related Transaction Document, (B) disavow or purport to disavow any of its obligations hereunder or under any Transaction Document to which it is a party or by which it is bound, or (C) contest the validity or enforceability of this Agreement or any Transaction Document or the security interest of the Agent for the benefit of creditors; (iv) either Party defaults the Secured Parties in any Venture Loan or other Collateral; (viii) one or more final and non-appealable judgments for the payment obligation of money in an aggregate amount of Fifty Thousand Dollars ($50,000) or more shall be entered against the Borrower; or (ix) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the other Party; (v) either Party defaults in any material payment obligation Tax Code with regard to any of its creditors; the Collateral and such lien shall not have been released within thirty (vi30) either Party files a petition or otherwise commences, authorizesdays, or acquiesces in the commencement PBGC shall, or shall indicate its intention to, file notice of a proceeding or causes under any bankruptcy or similar law for the protection lien pursuant to Section 4068 of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance ERISA with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition regard to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyCollateral.

Event of Default. If any of the following events (each a “BP Event of Default” means ”) shall occur and be continuing: (ia) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts any representation, warranty or certification made or deemed made by the invoice due date; (iii) either Party makes an assignment BP or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth BPCNA in this Agreement or any effective Confirmation (except other Transaction Document to which it is a party, or in any amendment or supplement hereto or thereto, or any certificate furnished to IDT pursuant to the extent such failure constitutes a separate Event of Default); provisions hereof or (xii) either Party makes a representation or warranty that is thereof, shall prove to have been false or misleading as of the time made or furnished in any material respect at respect, if such representation, warranty or certification shall remain false or misleading for 30 days after the date on which BP or BPCNA has knowledge of such failure or IDT shall have given BP or BPCNA notice of such failure and is capable of being corrected within such 30-day period; or Table of Contents CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS DOCUMENT BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE LOCATION OF OMITTED TEXT IS INDICATED BY AN ASTERISK (*) (b) BP or BPCNA shall materially fail to perform or observe any time during provision, term, covenant or agreement of it contained in this Agreement or any other Transaction Document to which it is a party (including without limitation the term of this EEI Agreement. Upon the occurrence of an Event of Default, the Party not committing NAESB Agreement, or the Event ISDA Agreement), if such failure shall remain unremedied for 10 Business Days (or 2 Business Days in respect of Default (“Non-Defaulting Party”any payment default) after the date on which any BP or BPCNA has knowledge of such failure or IDT shall have the right to suspend service and/or terminate this Agreementgiven BP notice of such failure and such failure is capable of being remedied within such ten (10) Business Day period (or two (2) Business Day period, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of as applicable); (c) a MNA Default (the “Defaulting Party”), then where BP or BPCNA is the Defaulting Party shall pay have occurred and shall be continuing; or (d) a final judgment or judgments for the payment of money of $5,000,000,000 or more in the aggregate shall be rendered by one or more courts, administrative tribunals or other bodies having jurisdiction against BP or BPCNA and the Non-Defaulting Party same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the BP Parties shall not, within said period of 30 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal; (e) the validity or enforceability of any Transaction Document shall be entitled to, contested by BP or BPCNA or any Transaction Document shall not be in full force and effect and enforceable in accordance with its terms against BP or BPCNA as its exclusive remedy, early termination damages arising out applicable; or (f) either of the Event BP Parties withdraws funds in deposit in the Collateral Account in material violation of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event the terms of Default occur, damages would be difficult to ascertain and quantifythis Agreement or a Deposit Account Control Agreement; then, and agree that this provision for calculating damages in every such event and at any time thereafter during the continuance of such event, IDT may (i) terminate any obligations of IDT under this Agreement or any other Transaction Document and exercise the rights and remedies under the Master Netting Agreement of a Non-defaulting Party if a MNA Default has occurred and is reasonable in light of the anticipated or actual harmcontinuing, and (ii) exercise any of its rights under the Transaction Documents, including the rights and remedies under the Master Netting Agreement of a Non-defaulting Party if a MNA Default has occurred and is continuing, and all proceeds of the exercise of such rights shall be followed deposited to the credit of the Collateral Account to be applied in lieu accordance with Section 10.4. IDT shall not be obligated to make any termination payment or other penalty in connection with the exercise of any other methods its rights under the Transaction Documents in connection with a BP Event of calculating or estimating direct actual damages, and Default. Table of Contents CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS DOCUMENT BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE LOCATION OF OMITTED TEXT IS INDICATED BY AN ASTERISK (iii) is not a penalty.*)

Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”): (a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account with respect to any Property, the Personalty or this Lease when made; (b) if any Rental or other Monetary Obligation due under this Lease is not paid within three (3) Business Days after written notice of failure to pay the same; provided, however, that Lessor shall only be obligated to provide such written notice, and the three (3) day cure period shall only be available, twice in any twelve (12) month period; provided, further, that any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof; (c) if ▇▇▇▇▇▇ fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties, and ▇▇▇▇▇▇ fails to cause such resulting lien to be discharged of record or bonded to the satisfaction of Lessor within thirty (30) days subsequent to the filings thereof; (d) Subject to Article XI and Section 17.01, if Lessee vacates or abandons any Property; (e) if there is an Insolvency Event affecting Lessee; (f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30)-day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)-day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)-day period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required; (g) if a final, nonappealable judgment is rendered by a court against ▇▇▇▇▇▇ which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof; (h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; (i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or (j) if there is an “Event of Default” means (i) Buyer fails to provide adequate assurance or other breach or default by Lessee or Guarantor under any of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment other Transaction Documents or any general arrangement for Other Agreement, after the benefit passage of creditorsall applicable notice and cure or grace periods; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commencesprovided, authorizeshowever, or acquiesces in the commencement event that this Lease has been the subject of a proceeding Securitization and any Other Agreement has not been the subject of the same Securitization or causes any series relating to such Securitization, an “Event of Default” under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Other Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from shall not constitute an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in under this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyLease.

Event of Default. “Event a. After the happening of Default” means an event of default hereunder, the Mortgagor shall, upon demand of the Mortgagee, surrender possession of the mortgaged property to the Mortgagee, and the Mortgagee may enter such property, and let the same and collect all the rents therefrom which are due to be become due, and apply the same, after payment of all charges and expenses, on account of the indebtedness hereby secured, and all such rents and all leases existing at the time of such default are hereby assigned to the Mortgagee as further security for the payment of the indebtedness secured hereby; and the Mortgagee may also dispossess, by the usual summary proceedings, any tenant defaulting in the payment of any rent to the Mortgagee. b. In the event that the Mortgagor occupies the mortgaged property, or any part thereof, the Mortgagor agrees to surrender possession of such property to the Mortgagee immediately after any such default hereunder, and if the Mortgagor remains in possession after such default, such possession shall be as a tenant of the Mortgagee, and the Mortgagor shall pay in advance, upon demand by the Mortgagee, as a reasonable monthly rental for the premises occupies by the Mortgagor, an amount at least equivalent to one-twelfth (i1/12) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails the aggregate of the twelve monthly installments payable in the current calendar year, plus the actual amount of the annual ground rent, if any, taxes, assessments, water rates, other governmental charges and insurance premiums payable in connection with the mortgaged property during such year, and upon the failure of the Mortgagor to pay undisputed amounts such monthly rental, the Mortgagor may also be dispossessed by the invoice due dateusual summary proceedings applicable to tenants. This covenant shall become effective immediately upon the happening of any such default, as determined in the sole discretion of the Mortgagee, who shall give notice of such determination to the Mortgagor; (iii) either Party makes an assignment or any general arrangement for and in the case of foreclosure and the appointment of a receiver of the rents, the within covenant shall inure to the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyreceiver.

Event of Default. It is hereby mutually covenanted and agreed, that that any or all of the following shall be an “Event of Default” means by Tenant: (i) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails if Tenant should fail to pay undisputed amounts promptly when and as due any payment of Basic Monthly Rental, Additional Rent or other sums payable by the invoice due date; Tenant hereunder (iiia “Monetary Default”), and if such Monetary Default is not fully cured within five (5) either Party makes an assignment or any general arrangement for the benefit business days after written notice thereof from Landlord to Tenant (except that Landlord need not give Tenant more than two (2) notices of creditors; (iv) either Party defaults non-payment of monthly rent installments in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commencesone Lease Year, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from it being agreed an Event of Default committed by the other Party; shall exist without regard to such notice as concerns more than two (x2) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas monthly rent defaults in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of DefaultLease Year); or if Tenant shall fail promptly and timely to keep and perform each and every covenant, condition and agreement not involving payment of money (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting PartyMonetary Default”) shall have herein contained and on the right part of Tenant to suspend service and/or terminate this Agreementbe kept and performed, including and if such Non-Monetary Default is not fully cured within thirty (30) days after written notice from Landlord to Tenant (or within such additional time as reasonably needed to cure same if Tenant acts diligently to and does cure same promptly and holds Landlord harmless from all effective Confirmations, in addition to any liability and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay expense arising from such default and the Non-Defaulting Party shall be entitled toexistence thereof is not a default under any deed of trust on the Demised Premises and does not materially adversely affect the value, as its exclusive remedy, early termination damages arising out safety or security of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult Demised Premises nor cause disturbance to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light other tenants of the anticipated Building or actual harmneighboring buildings); or if Tenant fails to keep in force any insurance herein required and such default is not cured within five (5) business days after written notice, or if any act or omission of Tenant causes unreasonable interference with the use, occupancy or quiet enjoyment of any other tenant of the Building or of any neighboring building and is not abated within five (5) days after written notice from Landlord; or (ii) if Tenant shall be followed in lieu of abandon or evidence any other methods of calculating or estimating direct actual damages, intention to abandon the Demised Premises and fail to pay any Rent due under the Lease; or, (iii) is not a penalty.if the Tenant’s estate hereby created shall be taken on execution or other process or law; or (iv) if there shall occur any of the events described in Section 5 hereof which entitle Landlord to terminate this Lease pursuant to said Section 5;

Event of Default. “It is hereby mutually covenanted and agreed, that that any or all of the following shall be an "Event of Default” means " by Tenant: (i) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails if Tenant should fail to pay undisputed amounts promptly when and as due any payment of Basic Monthly Rental, Additional Rent or other sums payable by the invoice due date; Tenant hereunder (iiia "Monetary Default"), and if such Monetary Default is not fully cured within five (5) either Party makes an assignment or any general arrangement for the benefit business days after written notice thereof from Landlord to Tenant (except that Landlord need not give Tenant more than two (2) notices of creditors; (iv) either Party defaults non-payment of monthly rent installments in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commencesone Lease Year, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from it being agreed an Event of Default committed by the other Party; shall exist without regard to such notice as concerns more than two (x2) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas monthly rent defaults in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of DefaultLease Year); or if Tenant shall fail promptly and timely to keep and perform each and every covenant, condition and agreement not involving payment of money (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“"Non-Defaulting Party”Monetary Default") shall have herein contained and on the right part of Tenant to suspend service and/or terminate this Agreementbe kept and performed, including and if such Non-Monetary Default is not fully cured within thirty (30) days after written notice from Landlord to Tenant (or within such additional time as reasonably needed to cure same if Tenant acts diligently to and does cure same promptly and holds Landlord harmless from all effective Confirmations, in addition to any liability and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay expense arising from such default and the Non-Defaulting Party shall be entitled toexistence thereof is not a default under any deed of trust on the Demised Premises and does not materially adversely affect the value, as its exclusive remedy, early termination damages arising out safety or security of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult Demised Premises nor cause disturbance to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light other tenants of the anticipated Building or actual harmneighboring buildings); or if Tenant fails to keep in force any insurance herein required and such default is not cured within five (5) business days after written notice, or if any act or omission of Tenant causes unreasonable interference with the use, occupancy or quiet enjoyment of any other tenant of the Building or of any neighboring building and is not abated within five (5) days after written notice from Landlord; or (ii) if Tenant shall be followed in lieu of abandon or evidence any other methods of calculating or estimating direct actual damages, intention to abandon the Demised Premises and fail to pay any Rent due under the Lease; or, (iii) is not a penalty.if the Tenant's estate hereby created shall be taken on execution or other process or law; or (iv) if there shall occur any of the events described in Section 5 hereof which entitle Landlord to terminate this Lease pursuant to said Section 5;

Event of Default. “Each one of the following events is referred to as an "Event of Default” means ": (i1) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails Any failure by Tenant to pay undisputed amounts Rent on the due date unless the failure is cured within 5 business days after notice by Landlord; however, Tenant is not entitled to more than two notices of delinquent payments of Rent during any calendar year and, if thereafter during that calendar year any Rent is not paid when due, an Event of Default shall automatically occur; (2) If Tenant's interest in this Lease or in the invoice due datePremises, or if all or a substantial part of Tenant's Property, is seized or taken by process of law or otherwise and is not released within 15 days; (3) Commencement by or against Tenant of a proceeding under any provision of federal or state law relating to insolvency, bankruptcy, or reorganization ("Bankruptcy Proceeding"), unless dismissed within 60 days after commencement; (iii) either Party makes the insolvency of Tenant or execution by Tenant of an assignment or any general arrangement for the general benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any convening by Tenant of a meeting of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed any significant class thereof for purposes of effecting a moratorium upon or proceeding commenced against itextension or composition of its debts; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable the failure of Tenant generally to pay its debts as they fall due; mature; (ix4) either Party terminates If a guarantor of this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for deliveryLease, if any, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; a general partner or member of Tenant (xi) either Party falls to perform any material covenant if Tenant is a partnership, venture or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”company), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled tobecomes a debtor under any Bankruptcy Proceeding, as its exclusive remedyor becomes subject to receivership or trusteeship proceedings, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occurwhether voluntary or involuntary; unless a substitute guarantor, damages would be difficult acceptable to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable Landlord in light of the anticipated responsibilities of Tenant under this Lease, is provided to Landlord within 15 days; (5) [Intentionally Deleted] (6) If Tenant fails to take possession of the Premises within 30 days after it is Ready for Tenant; (7) If Tenant ceases for more than 30 days, for reasons other than those specifically permitted in this Lease, to conduct continually its normal business operations in the Premises from the Lease Commencement Date throughout the Lease Term; (8) If Tenant fails to perform or actual harmbreaches any of the other agreements, terms, covenants or conditions hereof on Tenant's part to be performed (ii) shall be followed in lieu of other than the obligation to pay Rent or any other methods of calculating or estimating direct actual damagescharges payable hereunder), and (iii) is that default continues for a period of 15 days after notice by Landlord to Tenant; provided, however, that if Tenant cannot reasonably cure the default within 15 days, Tenant shall not be in default if it commences to cure the default within that 15 days and diligently pursues it to completion within a penaltyreasonable period of time, not to exceed 60 days.

Event of Default. “Any of the following events shall constitute an Event of Default” means Default under this Lease Agreement: (i1) Buyer fails Failure of Lessee to provide adequate assurance make any payment of performance rent to Seller Lessor when due and such failure shall continue for ten (10) days after Lessor gives Lessee written notice of such failure. (2) Failure of Lessee to procure or maintain any insurance coverage required under Article IX and such failure shall continue for ten (10) days after Lessor gives Lessee written notice of such failure. (3) Failure of Lessee to observe or perform any other covenant, condition, agreement or warranty contained in this Lease Agreement and such failure shall continue for ten (10) days after Lessor gives Lessee written notice of such failure, provided that if such failure is not reasonably susceptible of being cured within said ten (10) day period, such additional period of time shall be granted as may be reasonably necessary to cure same provided that Lessee commences to cure within such ten (10) day period and diligently prosecutes same. (4) Inclusion of a material falsity by Lessee in any representation or warranty of Lessee contained in this Lease Agreement or in any documents executed and (5) Omission of a material fact by Lessee in any representation or warranty of Lessee contained in this Lease Agreement or in any documents executed and delivered by Lessee to Lessor pursuant to Article 3the terms hereof and such failure shall continue for ten (10) days after Lessor gives Lessee written notice of such failure, provided that if such failure is not reasonably susceptible of being cured within said ten (10) day period, such additional period of time shall be granted as may be reasonably necessary to cure same provided that Lessee commences to cure within such ten (10) day period and diligently prosecutes same. (6) The insolvency of Lessee; (ii) Buyer fails to pay undisputed amounts the institution by or against Lessee of any voluntary or involuntary proceedings under any bankruptcy law; the invoice due dateadjudication of Lessee as a bankrupt or an insolvent; (iii) either Party makes an assignment the appointment of a receiver of Lessee's property; or any general arrangement assignment by Lessee for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penalty.

Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”): 4830-8668-1413.9 STORE / RT Logic (Kratos) Lease Agreement (Existing Building Area) File No.: 7210/02-525.1 (a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made and such breach is not remedied within thirty (30) days of written notice thereof; (b) if any Rental or other Monetary Obligation due under this Lease is not paid within three (3) Business Days after written notice of failure to pay the same; provided, however, that Lessor shall only be obligated to provide such written notice and the three (3) Business Day cure period shall only be available once in any twelve (12) month period; provided, further, that any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business Day of the date Lessee receives notice thereof; (c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against the Property; (d) subject to Lessee’s rights under Section 8.01(b), if Lessee vacates or abandons the Property; (e) if there is an Insolvency Event affecting Lessee or the Guarantor; (f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place the Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee written notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30)‑day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)‑day period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required; (g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof; (h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; (i) if the estate or interest of Lessee in the Property shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or 4830-8668-1413.9 STORE / RT Logic (Kratos) Lease Agreement (Existing Building Area) File No.: 7210/02-525.1 (j) if there is an “Event of Default” means (i) Buyer fails to provide adequate assurance or other breach or default by Lessee or the Guarantor under any of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment other Transaction Documents or any general arrangement for Other Agreement , after the benefit passage of creditorsall applicable notice and cure or grace periods; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commencesprovided, authorizeshowever, or acquiesces in the commencement event that this Lease has been the subject of a proceeding Securitization and any Other Agreement has not been the subject of the same Securitization or causes any series relating to such Securitization, an “Event of Default” under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Other Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from shall not constitute an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in under this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyLease.

Event of Default. “Each of the following shall be an event of default by Lessee under this Lease (each, an "Event of Default” means "): (ia) Buyer fails to provide adequate assurance if any representation or warranty of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults Lessee set forth in any payment obligation to the other Party; (v) either Party defaults this Lease is false in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizesrespect when made, or acquiesces if Lessee renders any materially false statement or account when made; (b) if any Rental or other Monetary Obligation due under this Lease is not paid within three (3) days after written notice of failure to pay the same; provided, however, that Lessor shall only be obligated to provide such written notice, and the three (3) day cure period shall only be available, once in any twelve (12) month period; provided, further, that any delay in the commencement payment of Rental as a result of a proceeding or causes under any bankruptcy or similar law for technical error in the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement wiring and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from automated clearinghouse process shall not constitute an Event of Default committed by hereunder so long as the same is corrected within two (2) Business Days of the date Lessee receives notice thereof; (c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against the Property and Lessee fails to pay, bond over or otherwise cure such a lien within ten (10) Business Days; (d) subject to Lessee's rights and obligations pursuant to Section 8.01(b), Article VII and Article XI, if Lessee (or its permitted subtenant, as applicable) vacates or abandons the Property; (e) if there is an Insolvency Event affecting Lessee; (f) if Lessee fails to observe or perform any of the other Party; (x) Seller fails to sell and schedule for deliverycovenants, conditions or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth obligations of Lessee in this Agreement Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, does not place the Property or any effective Confirmation (except rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to the extent cure, all as determined by Lessor in its reasonable discretion, then such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party shall not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (the “Defaulting Party”)30) days shall have elapsed, then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled toduring which period Lessee may correct or cure such failure, as its exclusive remedy, early termination damages arising out upon failure of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should which an Event of Default occurshall be deemed to have occurred hereunder without further notice or demand of any kind being required; provided, damages would however, if such failure cannot reasonably be difficult to ascertain and quantifycured within such thirty (30)-day period, as determined by Lessor in its reasonable discretion, and agree that this Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)-day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)-day period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required; (g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for calculating damages such discharge within ninety (90) days from the date of entry thereof; (h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; (i) if the estate or interest of Lessee in the Property shall be levied upon or attached in any proceeding and such estate or interest is reasonable in light about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or (j) if there is an "Event of Default" or other breach or default by Lessee under any of the anticipated other Transaction Documents or actual harmany Other Agreement , (ii) after the passage of all applicable notice and cure or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an "Event of Default" under such Other Agreement shall be followed in lieu not constitute an Event of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyDefault under this Lease.

Event of Default. “Event The word "default" and the phrase "event of Default” means (i) Buyer fails to provide adequate assurance default," wherever used in this Mortgage and Security Agreement shall mean and include any one or more of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts the following events: 2.1.1 Failure by the invoice due dateMortgagor to pay, within 7 days after Mortgagee has provided Mortgagor with written notice that such payments are due, any installments of principal or interest or any required deposits for insurance premiums, taxes, assessments and other similar charges, or any other portion of the indebtedness secured hereby; (iii) either Party makes an or 2.1.2 Failure by the Mortgagor to duly keep, observe and perform any other covenant, condition or agreement of this Mortgage and Security Agreement to be kept or performed by the Mortgagor after written notice of such failure from Mortgagee and same is not cured by Mortgagor within 30 days of the notice, provided that to the extent such default is not capable of cure within 30 days, Mortgagor shall have a further period of days to cure such default, so long as Mortgagor has commenced remedial action within the initial 30 day period; or 2.1.3 Failure by Mortgagor duly to observe or perform any term, covenant, condition or agreement in any assignment of leases or other agreement now or hereafter evidencing, securing or otherwise relating to the Note or this Mortgage and Security Agreement or the indebtedness secured hereby after written notice of such failure from Mortgagee and same is not cured by Mortgagor within 30 days of the notice, provided that to the extent such default is not capable of cure within 30 days, Mortgagor shall have a further period of days to cure such default, so long as Mortgagor has commenced remedial action within the initial 30 day period; or 2.1.4 The occurrence of a default or event of default under any assignment of leases, Credit Agreement or other agreement now or hereafter evidencing, securing or otherwise relating to the Note or this Mortgage and Security Agreement or the indebtedness secured hereby, after written notice of such failure from Mortgagee and same is not cured by Mortgagor within 30 days of the notice, provided that to the extent such default is not capable of cure within 30 days, Mortgagor shall have a further period of days to cure such default, so long as Mortgagor has commenced remedial action within the initial 30 day period; or 2.1.5 Any warranty of Mortgagor contained in this Mortgage and Security Agreement or in any assignment of leases or other agreement now or hereafter evidencing or securing or otherwise relating to the Note or this Mortgage and Security Agreement or the indebtedness secured hereby proves to be untrue or misleading in any material respect; or 2.1.6 The filing by the Mortgagor or any general arrangement partner of Mortgagor (if Mortgagor is a partnership) or any guarantor of the Note of a voluntary petition in bankruptcy, or the entry of an order for relief in an involuntary bankruptcy case filed against the Mortgagor, which is not dismissed within thirty (30) days; any such general partner or guarantor of any petition or answer seeking or acquiescing in any reorganization, rehabilitation, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors, which is not dismissed within thirty (30) days, or the Mortgagor or any such general partner or guarantor seeking or consenting to or acquiescing in the appointment of any trustee, custodian, receiver or liquidator of itself or of all or any part of the Premises or any interest therein or of any or all of the rents, revenues, issues, earnings, profits or income thereof, or the making of any general assignment for the benefit of creditors, or if the Mortgagor or such general partner or guarantor is generally not paying its or his debts as such debts become due or the commission by ▇▇▇▇▇▇▇▇▇ or any such general partner or guarantor of an act providing grounds for the entry of an order for relief under any chapter of the Bankruptcy Code; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any or 2.1.7 The filing of its creditors; (vi) either Party files a petition or otherwise commencescase against the Mortgagor or any general partner of Mortgagor (if Mortgagor is a partnership) or any guarantor of the Note seeking any reorganization, authorizesrehabilitation, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors, or acquiesces the appointment of any trustee, custodian, receiver or liquidator of the Mortgagor or any such general partner or guarantor or of all or any part of the Premises or any interest therein or of any or all of the rents, revenues, issues, earnings, profits or income thereof, which petition or appointment shall not be dismissed within ninety (90) days after such filing or appointment; or 2.1.8 Except as may be otherwise provided in this Mortgage, Mortgagor shall sell, transfer, convey, lease, mortgagor, encumber, or otherwise dispose of the commencement Premises or any part thereof or any interest therein in violation of Section 1.11 above, or Mortgagor or any general partner of Mortgagor or guarantor of the Note (if a corporation) is liquidated or dissolved or its charter expires or is revoked or its ownership or control changes other than as may be permitted under the Credit Agreement, or Mortgagor or any such general partner or guarantor (if a partnership or business association) is dissolved or partitioned, or a general partner withdraws, resigns, or is removed, or the interest of a proceeding general partner ▇▇▇▇▇▇▇ is sold, transferred, disposed of or causes under encumbered, or Mortgagor or any bankruptcy such general partner or similar law for guarantor (if a trust) is terminated or expires, or any guarantor (if an individual) dies and an acceptable substitute guarantor has not agreed to provide his or her guarantee in favor of Mortgagee within 60 days of the protection of creditors guarantor's death ; or 2.1.9 Any representation, warranty, statement, certificate, schedule or has such petition filed report made or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed furnished by the other Party; (x) Seller fails Mortgagor proves to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is have been false or misleading erroneous in any material respect at the time of the making thereof or to have omitted any time during substantial liability or claim against the term Mortgagor, or if on the date of execution of this Agreement. Upon Mortgage and Security Agreement there shall have been any materially adverse change in any of the occurrence facts disclosed therein, which change shall not have been disclosed to the Mortgagee at or prior to the time of an Event such execution; or 2.1.10 The rendition by any court of Defaultany final judgment in excess of Twenty-Five Thousand Dollars ($25,000.00) against the Mortgagor or any Borrower, which shall not be satisfactorily stayed, discharged, vacated or set aside within thirty (30) days of the making thereof; or the attachment of the property of the Mortgagor which has not been released or provided for to the satisfaction of the Mortgagee within thirty (30) days after the making thereof; or 2.1.11 Any litigation or any proceedings which are pending against the Mortgagor or any Borrower ( Mortgagee hereby acknowledging the current action against Mortgagor and others as hereinafter set forth), or are threatened, the Party not committing outcome of which would probably seriously affect the Event continued operation of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this AgreementMortgagor, including all effective Confirmationsor any Borrower, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled toMortgagor failing to take corrective measures reasonably satisfactory to the Mortgagee within fifteen (15) days after notice from the Mortgagee; or default in the payment, as its exclusive remedywhen due, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods indebtedness for borrowed money owed by the Mortgagor to the Mortgagee or any other person or entity, or default to the Mortgagee or any other person or entity, or default by the Mortgagor or the Borrower in the performance of calculating the terms of any Credit Agreement or estimating direct actual damagesindenture relating to such indebtedness, and (iii) is any such default shall not a penaltyhave been remedied within the cure period provided for therein.

Event of Default. “Event ISP shall be deemed to be in default under the terms of Default” means (i) Buyer this MOU should any of the following occur as determined by DHCD in its sole and absolute discretion: a. ISP undergoes a merger or transfer of its assets; b. A receiver is appointed for ISP; c. A voluntary or involuntary petition under Title 11 of the U.S. Code is filed in the United States Bankruptcy Court naming ISP as a party; d. ISP fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer properly or timely complete the Project; e. ▇▇▇ fails to pay undisputed amounts by timely and diligently prosecute the invoice due date; (iii) either Party makes an assignment or work of the Project; f. ISP fails to meet any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) of the Milestones established in this MOU for any reason except for a termination resulting from which it has not obtained an Event extension of Default committed by the other Party; (x) Seller time; g. ISP fails to sell timely and schedule fully pay all of its construction contractors on the Project; h. ISP fails to cooperate with DHCD regarding inspections; i. ISP fails to timely and properly comply with the reporting requirements established in this MOU; j. ISP violates any local, state or Federal regulation, law or statute in connection with the prosecution of the Project; k. ISP breaches or has breached any agreement with Counties of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and Madison for deliverythe provision of internet service or wired or wireless communications service; l. ISP otherwise commits a breach of this MOU and fails to cure said breach within two (2) business following written notification of said breach from DHCD; m. ISP fails to timely supply DHCD with the CPM schedule; n. ISP fails to properly or timely update the CPM schedule; o. ISP fails to adhere to the CPM schedule; p. ISP fails to properly or timely make any one or more required reportings; q. ISP violates the terms of any permit or approval required for the prosecution of the work on the Project; and r. ISP, or Buyer any one or more of its subcontractors or any person or entity supplying labor, materials, work or equipment to ISP, takes any action or commits any inaction that jeopardizes or causes the Project or any milestones established under this MOU to not be properly or timely completed; and s. ISP fails to purchase and receive natural gas in accordance with notify DHCD of any effective Confirmation; (xi) either Party falls to perform any material covenant event, action, inaction or obligation set forth in this Agreement or any effective Confirmation (except to condition on the extent such failure constitutes a separate Event part of Default); or (xii) either Party makes a representation or warranty ISP that is false or misleading in any material respect at any time during would constitute an event of default under the term terms of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyMOU.

Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default” means ”): (a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders any materially false statement or account when made; (b) if any Rental or other Monetary Obligation due under this Lease is not paid when due and such failure continues for more than three (3) Business Days after written notice from Lessor; provided, however, Lessor shall only be required to provide such notice once in any twelve (12) month period; (c) if L▇▇▇▇▇ fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against any of the Properties; (d) if Lessee vacates, abandons or ceases to conduct business operations at the Property (excluding periods solely related to the installation of equipment or facilitating the changeover of the facilities at the Property to permit the manufacturing or development of products all in the ordinary course of business, where personnel are on site at the Property and are actively working on and pursuing the same to completion); provided that Lessee shall not be deemed to vacate, abandon or cease to conduct business operations at the Property if Lessee: (i) Buyer fails temporarily “goes dark,” vacates, abandons or ceases to provide adequate assurance of performance to Seller pursuant to Article 3conduct business operations at the Property for no more than one (1) month; (ii) Buyer fails to pay undisputed amounts by the invoice due dateceases operation solely as a result of Casualty or Condemnation and is in compliance with Article X of this Lease; (iii) either Party makes an assignment or any general arrangement for the benefit ceases operation solely as a result of creditorsa Force Majeure Event; (iv) either Party defaults is conducting scheduled regular and/or emergency maintenance and repairs to facilities located at the Property, all in any payment obligation the ordinary course of business, where personnel are on site at the Property and are actively working on and pursuing the same to the other Partycompletion; or (v) either Party defaults is constructing permitted alterations, including, without limitation, alterations as set forth in any material payment obligation this Lease where personnel are on site at the Property and are actively working on and pursuing the same to completion; (e) if there is an Insolvency Event affecting Lessee or Guarantor; (f) if Lessee fails to observe or perform any of its creditorsthe other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to cure within thirty (vi30) either Party files a petition or otherwise commencesdays following written notice thereof from Lessor, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has then such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from failure shall not constitute an Event of Default committed by the other Party; (x) Seller fails to sell hereunder, unless otherwise expressly provided herein, unless and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) until Lessor shall have the right to suspend service and/or terminate this Agreementgiven Lessee notice thereof and a period of thirty (30) days shall have elapsed, including all effective Confirmationsduring which period Lessee may correct or cure such failure, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits upon failure of which an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled todeemed to have occurred hereunder without further notice or demand of any kind being required; (g) if Lessee fails to maintain, as its exclusive remedy, early termination damages arising out or renew prior to the expiration of the Event Lease Term, any necessary permit or license that is either: (i) applicable to its then current operation of Default as reasonably calculated a Permitted Facility or (ii) required to operate in the Properties for the Permitted Use and such failure, in either instance, continues for fifteen (15) days following written notice thereof from Lessor; (h) if a final, non-appealable judgment is rendered by Seller a court against Lessee or Guarantor which: (“Early Termination Damages”). The Parties expressly acknowledge i) either (A) fundamentally impairs Guarantor’s or Lessee’s ability to perform Guarantors or Lessee’s obligations under this Lease or the other Transaction Documents; or (ii) is an event of default under any documents that should evidence, govern or secure senior financing or credit extended to Guarantor or Lessee and (ii) is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof; (i) if Lessee or Guarantor shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; (j) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or (k) if there is an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light or other breach or default by Lessee or Guarantor under any of the anticipated Transaction Documents, after the passage of all applicable notice and cure or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltygrace periods.

Event of Default. Upon the occurrence of any of the following events: (a) default in the payment of any interest (including Additional Interest) upon this Note when it becomes due and payable, and continuance of such default for a period of 15 days (subject to the deferral of any due date in the case of an Extension Period); or (b) default in the payment of the principal of this Note at its Maturity; (c) default in the performance, or breach, of any covenant of the Company in this Note (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 45 days after there has been given, by registered or certified mail, to the Company by the Holder a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Event Notice of Default” means hereunder; or (id) Buyer fails to provide adequate assurance a default under any bond, debenture, note or other evidence of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts indebtedness for money borrowed by the invoice Company or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company, whether such indebtedness now exists or shall hereafter be created, which default shall have resulted in indebtedness in excess of U.S.$100,000,000 becoming or being declared due dateand payable prior to the date on which it would otherwise have become due and payable, if such indebtedness shall not have been discharged or such acceleration shall not have been rescinded or annulled within a period of 5 Business Days after there shall have been given, by registered or certified mail, to the Company by the Holders a written notice specifying such default and requiring the Company to cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder; provided, however ,that if such event of default under such bond, debenture, note or other evidence of indebtedness for money borrowed by the Company or mortgage, indenture or instrument shall be remedied or cured by the Company or waived by the holder of such indebtedness, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured, or waived without further action upon the part of any of the Holder of Note; or (iiie) either Party makes an assignment the entry of a decree or order by a court having jurisdiction in the premises adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization or winding-up of the Company under the Companies’ Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada) or the Winding-Up Act (Canada) or any other bankruptcy, insolvency or analogous laws, or the issuing of a sequestration order or process of execution against the Company or any substantial part of its property, or appointing a receiver of the Company 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 or order or appointment unstayed, undischarged and in effect for a period of 60 days from the date thereof; (f) the institution by the Company of proceedings to be adjudicated bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the Companies’ Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada) or the Winding-Up Act (Canada) or any other bankruptcy, insolvency or analogous laws, or the consent by it to the filing of any such petition or to the appointment of a receiver or similar official of the Company or of any substantial part of its property, or the making by it of a general arrangement assignment for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces the Company’s admitting in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable writing its inability to pay its debts generally as they fall duebecome due or taking corporate action in furtherance of any of the aforesaid purposes; or then, in any such an event, (ixA) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from if such event is an Event of Default committed by the other Party; specified in paragraph (xe) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xiif) either Party makes a representation above, this Note (with accrued and unpaid interest thereon, including any Additional Interest), shall automatically, and without any declaration or warranty that other action on the part of the Holder, become due and payable, and (B) if such event is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an other Event of Default, the Party not committing Holder may declare the Event of Default principal amount of, and accrued interest and any Additional Interest on, this Note to be due and payable immediately, by a notice in writing to the Company and upon any such declaration such principal amount (“Non-Defaulting Party”or specified amount) shall have become immediately due and payable. Payment of principal and interest (including any Additional Interest) on this Note shall remain subordinated to all Senior Indebtedness to the right to suspend service and/or terminate this Agreement, including all effective Confirmations, extent provided in addition to any Section 10 notwithstanding that such amount shall become immediately due and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, payable as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyherein provided.

Event of Default. “(a) The following shall, after the expiration of the applicable cure period provided in subsection (b) of this section, constitute an Event of Default” means : (i) Buyer fails Manager's :failure to provide adequate assurance of performance timely make any payments to Seller pursuant to Article 3; Licensee required under this Agreement; (ii) Buyer fails to pay undisputed amounts the default by either party hereto in the invoice due datematerial observance or performance of any material covenant, condition or undertaking contained herein; or (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in if any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is made by either party shall prove to have been or become false or misleading in any material respect at respect. (b) An Event of Default shall not be deemed to have occurred until, in the case of payment of any money to Licensee, five ( 5) business days, or in the case of any other default, twenty (20) business days, after the nondefaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the action necessary to cure the Event of Default within such period. This period may be extended for a reasonable period of time during if the term of this Agreement. defaulting party is acting in ▇▇▇▇ ▇▇▇▇▇ to cure the default and such default is not materially adverse to the other party. (c) Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or nondefaulting party may terminate this Agreement, including all effective Confirmations, unless the latter party is also in addition to any and all other remedies available default hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits . (d) In the event this Agreement is terminated because of an Event of Default by Licensee, Manager shall become entitled to reimbursement of all net losses incurred under this Agreement and paid by Manager through either (a) a reduction in the “Defaulting Party”)purchase price to be paid to Licensee by Manager at the Closing of the Purchase Agreement or (b) if there is no Closing of the Purchase Agreement, then the Defaulting Party shall pay and proceeds of the Non-Defaulting Party sale of the Station to a third party, which shall be secured by Licensee at the earliest practicable date after termination by making the Station available for sale in conjunction with the efforts of Manager's principals: provided, that, if there is no Closing under the Purchase Agreement, Manager shall also be entitled to, as its exclusive remedy, early termination damages arising out to 50% of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light gross amount received from the sale of the anticipated or actual harm, (ii) shall be followed Station in lieu excess of any other methods of calculating or estimating direct actual damages, and (iii) is not a penalty$22 million.

Event of Default. “Event Each of Default” means the following shall constitute an "EVENT OF DEFAULT" by Tenant hereunder: (iA) Buyer fails to provide adequate assurance Failure on the part of performance to Seller pursuant to Article 3; (ii) Buyer fails Tenant to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment Rent or any general arrangement other sum of money called for herein when due and the benefit continuation of creditorssuch failure for three (3) business days, without notice or demand; provided, however, Landlord shall provide Tenant, with respect only to the failure to pay Basic Rent, Additional Rent or any other sums or charges under the Lease, two (iv2) either Party defaults notices of such failure in any payment obligation twelve month period and Tenant shall have three (3) business days after notice to cure such default with respect to Basic Rent, Additional Rent or any other sums or charges under the Lease; (B) Failure on the part of Tenant to observe or perform any other Party; covenant, agreement or undertaking of the Tenant contained in this Lease, and the continuation of such failure for thirty (v30) either Party defaults days after notice from Landlord, provided however, if such failure cannot be cured within thirty (30) days, Tenant shall not be deemed in default if, within the thirty (30) days after said notice from Landlord, Tenant promptly commences such cure and thereafter diligently and continuously works to complete such cure and such cure has been completed within ninety (90) days after Landlord's original notice of default; (C) If Tenant shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or in any material payment obligation to action or proceeding shall file any of its creditors; (vi) either Party files a petition or otherwise commencesanswer seeking any reorganization, authorizesarrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal or state bankruptcy, reorganization or debt reduction law, or acquiesces shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or substantially all of Tenant's property or of the Premises; and (D) If within ninety (90) days after the commencement of a any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, debt adjustment, dissolution or causes similar relief under any bankruptcy present or similar law for the protection of creditors future federal or has state law, such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default)shall not have been dismissed; or if, within ninety (xii90) either Party makes a representation days after the appointment, without consent or warranty that is false acquiescence of Tenant, of any trustee, receiver or misleading in any material respect at any time during the term liquidator of this Agreement. Upon the occurrence Tenant or of an Event all or substantially all of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out Tenant's property or of the Event of Default as reasonably calculated by Seller Premises, such appointment shall not have been vacated; or if, within ninety (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i90) is reasonable in light of days after the anticipated or actual harm, (ii) shall be followed in lieu expiration of any other methods of calculating or estimating direct actual damagessuch stay, and (iii) is such appointment shall not a penaltyhave been vacated.

Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”): (a) if any representation or warranty of Lessee 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 when due and if such failure continues for more than three (3) Business Days after the date such Rental amounts were due or for more than three (3) Business Days after notice to Lessee that any other Monetary Obligations were not paid when due; provided, however, such notice and grace period shall only be available twice in any twelve (12) month period; and further provided, any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within three (3) Business Days of the date Lessee receives notice thereof; (c) if ▇▇▇▇▇▇ fails to pay, prior to delinquency, any taxes, assessments or other charges, the failure of which to pay results in the imposition of a lien against any of the Properties, and ▇▇▇▇▇▇ fails to cause such resulting lien to be discharged of record or bonded to the satisfaction of Lessor within thirty (30) days subsequent to the filings thereof; (d) except as set forth in Section 8.01, if Lessee vacates or abandons any Property; (e) if there is an Insolvency Event affecting Lessee or the Guarantor; (f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however, if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30)-day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30)-day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90)-day period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required; (g) if a final, nonappealable judgment is rendered by a court against ▇▇▇▇▇▇ which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof; (h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; (i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or (j) if there is an “Event of Default” means (i) Buyer fails to provide adequate assurance or other breach or default by Lessee or the Guarantor under any of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment other Transaction Documents or any general arrangement for Other Agreement , after the benefit passage of creditorsall applicable notice and cure or grace periods; (iv) either Party defaults in any payment obligation to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commencesprovided, authorizeshowever, or acquiesces in the commencement event that this Lease has been the subject of a proceeding Securitization and any Other Agreement has not been the subject of the same Securitization or causes any series relating to such Securitization, an “Event of Default” under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Other Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from shall not constitute an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in under this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyLease.

Event of Default. The following acts or events shall be deemed to be an event of default on the part of Tenant under this Lease (each, an “Event of Default” means ”): (ia) Buyer fails to provide adequate assurance The failure of performance to Seller pursuant to Article 3; (ii) Buyer fails Tenant to pay undisputed amounts by the invoice when due date; (iii) either Party makes an assignment any payment of Rent, Additional Rent, Monetary Obligations, or any general arrangement part thereof, or any other sum or sums of money due or payable to Landlord under the provisions of this Lease, and such failure continues for fifteen (15) days after written notice thereof from Landlord to Tenant as to Fixed Rent and thirty (30) days after written notice thereof from Landlord to Tenant as to all other payment obligations; (b) The failure of Tenant to perform, or the violation by Tenant of, any of the covenants, terms, conditions or provisions of this Lease, if such failure or violation shall not be cured within thirty (30) days after written notice thereof by Landlord to Tenant; provided, if any such failure cannot reasonably be cured within thirty (30) days then Tenant shall not be deemed to be in default if Tenant commences to cure such failure within said thirty (30) days and for as long as Tenant is diligently prosecuting the cure thereof; (c) The levying of a writ of execution or attachment on or against all or substantially all of the property of Tenant which is not discharged or stayed by action of Tenant contesting same, within ninety (90) days after such levy or attachment (provided if the stay is vacated or ended, this paragraph shall again apply); (d) Tenant shall become insolvent, or shall make a fraudulent transfer with respect to creditors or shall make all assignment for the benefit of creditors; ; (ive) either Party defaults If proceedings are instituted in any payment obligation to a court of competent jurisdiction for the other Party; (v) either Party defaults in any material payment obligation to any reorganization, liquidation or involuntary dissolution of Tenant for its creditors; (vi) either Party files adjudication as a petition bankrupt or otherwise commences, authorizesinsolvent, or acquiesces for the appointment of a receiver of all or substantially all of the property of Tenant and said proceedings are not dismissed and any receiver, trustee or liquidator appointed therein is not discharged within ninety (90) days after the institution of said proceedings; or (f) The sale of any interest of Tenant in the commencement Property or portion thereof under a writ of a proceeding execution or causes other legal process. (g) The default beyond applicable notice and cure periods by Tenant under any bankruptcy or similar law for the protection an SNDA entered into by Tenant, Landlord and Landlord’s Lender pursuant to Section 13.02 below. (h) The default of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay Guarantor under its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term guaranty of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyLease.

Event of Default. (a) In the event that any one of the following events shall occur (whatever the reason and whether it shall be voluntary or involuntary or 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), it shall be deemed an “Event of Default” means hereunder: (i) Buyer fails to provide adequate assurance Any default in the payment of performance to Seller pursuant to Article 3; 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 Holder, as and when the same shall become due and payable; (ii) Buyer fails Borrower shall fail to pay undisputed amounts by 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 invoice due date; Borrower and the Holder, which default is not cured within five (5) business days; (iii) either Party makes an assignment There shall be a breach of any of the representations and warranties set forth in this Note or the Addendum attached hereto, or any other report, financial statement or certificate made or delivered to Holder shall be untrue or incorrect in any material respect as of the date when made or deemed made, which default is not cured within five (5) business days; (iv) the Commitment Shares (as defined below) are not issued within 15 business days of the Closing; have not been approved by the NYSE American within 15 business days of the Closing; shall not be eligible for listing or quotation for trading on NYSE American or on any other markets or exchanges on which the Commitment Shares are listed or quoted for trading (the “Trading Market”); or shall not be eligible to resume listing or quotation for trading thereon within five (5) trading days (which term “trading day” shall be defined as any day on which the Company’s securities are traded on the Trading Market) or the transfer of the Commitment Shares through the Depository Trust Company System is no longer available or “chilled”; (v) The Borrower fails to maintain at least $750,000 availability on its shelf registration statement on Form S-3 (No. 333-222132) to repay this Note; (vi) Borrower does not meet the current public information requirements under Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), which failure is not cured, if possible to cure, within two (2) trading days after the expiration of the applicable grace period permitted under Rule 12b-25 of the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), further provided that Borrower files a Form 12b-25 for the relevant report required to meet the current public information requirements under Rule 144 of the Securities Act; (vii) the Company or any subsidiary shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $50,000 whether such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable; (viii) Borrower, shall commence, or there shall 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 jurisdiction whether now or hereafter in effect relating to Borrower; or there is commenced against Borrower any such bankruptcy, insolvency or 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 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 arrangement assignment for the benefit of creditors; (iv) either Party defaults in any payment obligation or Borrower shall fail to the other Party; (v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition pay or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party shall state that it is unable to pay or shall be liable to pay, its debts as they fall duebecome due or by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; (ix) either Party terminates this Agreement and/or or any effective Confirmation (corporate or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed other action is taken by the other Party; (x) Seller fails to sell and schedule Borrower for delivery, or Buyer fails to purchase and receive natural gas in accordance with the purpose of effecting any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penaltyforegoing.

Event of Default. “Any material breach by Borrower of any covenant, agreement, provision or warranty contained in this Agreement or in any of the OCII Documents that remains uncured upon the expiration of any applicable notice and cure periods contained in any OCII Document will constitute an "Event of Default” means ," including the following: (a) Borrower fails to make any payment required under this Agreement within fifteen (15) days after the date when due; or (b) On or after the Loan Closing Date, any lien is recorded against all or any part of the Site or the Project without OCII's prior written consent, whether prior or subordinate to the lien of the Deed of Trust or Declaration of Restrictions, and the lien is not removed from title or otherwise remedied to the OCII's satisfaction within thirty (30) days after Borrower's receipt of written notice from OCII to cure the default, or, if the default cannot be cured within a 30-day period, Borrower will have sixty (60) days to cure the default, or any longer period of time deemed necessary by the City, provided that Borrower commences to cure the default within the 30-day period and diligently pursues the cure to completion; or (c) Borrower fails to perform or observe any other term, covenant or agreement contained in any OCII Document, and the failure continues for thirty (30) days after Borrower's receipt of written notice from OCII to cure the default, or, if the default cannot be cured within a 30-day period, Borrower will have sixty (60) days to cure the default, or any longer period of time deemed necessary by OCII, provided that Borrower commences to cure the default within the 30-day period and diligently pursues the cure to completion; or (d) Any representation or warranty made by Borrower in any OCII Document proves to have been incorrect in any material respect when made; or (e) All or a substantial or material portion of the improvements on the Site is damaged or destroyed by fire or other casualty, and OCII has determined upon restoration or repair that the security of the Deed of Trust has been impaired or that the repair, restoration or replacement of the improvements in accordance with the requirements of the Deed of Trust is not economically practicable or is not completed within two (2) years of the receipt of insurance proceeds; or all or a substantial or material portion of the improvements is condemned, seized or appropriated by any non-City Governmental Agency or subject to any action or other proceeding instituted by any non-City Governmental Agency for any purpose with the result that the improvements cannot be operated for their intended purpose provided, however, that Borrower shall not be deemed in default pursuant to this Section 19.1 (e) so long as it is acting in compliance with applicable HUD Requirements and has provided OCII sixty (60) days notice of such action; or (f) Borrower is dissolved or liquidated or merged with or into any other entity; or, if Borrower is a corporation, partnership, limited liability company or trust, Borrower ceases to exist in its present form (unless otherwise approved pursuant to Article 16) and (where applicable) in good standing and duly qualified under the laws of the jurisdiction of formation and California for any period of more than ten (10) days; or, if Borrower is an individual, Borrower dies or becomes incapacitated; or all or substantially all of the assets of Borrower are sold or otherwise transferred except as permitted under Section 16.1; or (g) Without OCII's prior written consent as required under the terms of this Agreement, Borrower assigns or attempts to assign any rights or interest under any OCII Document, whether voluntarily or involuntarily, except as permitted under Section 16.1; or (h) Without OCII's prior written consent, Borrower voluntarily or involuntarily assigns or attempts to sell, lease, assign, encumber or otherwise transfer all or any portion of the ownership interests in Borrower except as permitted under Article 16; or (i) Buyer fails Without OCII’s prior written consent, Borrower transfers, or authorizes the transfer of, funds in any Account required or authorized under this Agreement; or (j) Either the Deed of Trust or the Declaration of Restrictions ceases to provide adequate assurance of performance constitute a valid and indefeasible perfected lien on the Site and improvements, subject only to Seller pursuant Permitted Exceptions; or (k) Borrower is subject to Article 3; (ii) Buyer fails an order for relief by the bankruptcy court, or is unable or admits in writing its inability to pay undisputed amounts by the invoice due date; (iii) either Party its debts as they mature or makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation or Borrower applies for or consents to the other Party; (v) either Party defaults in appointment of any material payment obligation to receiver, trustee or similar official for Borrower or for all or any part of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation property (or service to one or more Accountsan appointment is made without its consent and the appointment continues undischarged and unstayed for ninety (90) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Defaultdays); or Borrower institutes or consents to any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, custodianship, conservatorship, liquidation, rehabilitation or similar proceeding relating to Borrower or to all or any part of its property under the laws of any jurisdiction (xiior a proceeding is instituted without its consent and continues undismissed and unstayed for more than ninety (90) either Party makes a representation days); or warranty that any judgment, writ, warrant of attachment or execution or similar process is false issued or misleading in any material respect at any time during levied against the term of this Agreement. Upon the occurrence of an Event of DefaultSite, the Party improvements or any other property of Borrower and is not committing released, vacated or fully bonded within ninety (90) days after its issue or levy; or (l) Any material adverse change that occurs in the Event financial condition or operations of Default (“Non-Defaulting Party”) shall have Borrower, such as a loss of services funding or rental subsidies, that has a material adverse impact on the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder. 5. REMEDY 5.1 During any Delivery Period, if either Party commits Project such that absent intervention an Event of Default (other than under this Section 19.1(l)) is likely to occur and Borrower has not, within 90 days of the “Defaulting Party”)material adverse change, then remedied the Defaulting Party shall pay situation or presented to OCII a plan that in OCII’s reasonable judgment is likely to remedy the situation.; or (m) Borrower fails to make any payments or disbursements required to bring the Loan in balance after OCII determines that the Loan is out of balance; or (n) On or after the Loan Closing Date and before a certificate of occupancy is issued for the Project, Borrower ceases rehabilitation or construction of the Project for a period of fifteen (15) consecutive working days, and the Non-Defaulting Party cessation is not excused under Section 19.3 or such cessation of construction or rehabilitation shall be entitled tohave been caused by a delay in issuance of an addendum to Borrower’s building permit by the City of San Francisco, as which delay is not caused directly or indirectly by Borrower’s actions or inactions; or (o) Borrower is in default of its exclusive remedy, early termination damages arising out of obligations with respect to any funding obligation (other than the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantifyLoan) for the Project, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu default remains uncured following the expiration of any applicable cure periods; or (p) Borrower is in default of its obligations under any other methods agreement entered into with OCII or the City and County of calculating or estimating direct actual damagesSan Francisco, and (iii) is not a penaltythe default remains uncured following the expiration of any applicable cure periods.