Common use of Events of Default by Tenant Clause in Contracts

Events of Default by Tenant. The occurrence of any of the following shall constitute a material default and breach of this Lease by Tenant: (A) The failure by Tenant to pay Base Rent or make any other payment required to be made by Tenant hereunder as and when due to cure such failure the first two times such failure occurs in any 12 month period). (B) The abandonment of the Premises by Tenant or the vacation of the Premises by Tenant for fourteen (14) consecutive days (with or without the payment of Rent). (C) The making by Tenant of any assignment of this Lease or any sublease of all or part of the Premises, except as expressly permitted under Article XIV of this Lease. (D) The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.01(A), 15.01(B) or 15.01 (C) above, if such failure continues for 30 days after written notice thereof by Landlord to Tenant; provided, however, that if the nature of the default is such that it cannot be cured within the 30 day period, no default shall exist if Tenant commences the curing of the default within the 30 day period and thereafter diligently prosecutes the same to completion. The 30 day notice described herein shall be in lieu of, and not in addition to, any notice required under law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. (E) The making by Tenant or its Guarantor of any general assignment for the benefit of creditors, the filing by or against Tenant or its Guarantor of a petition under any federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed against Tenant or its Guarantor the same is dismissed within 60 days after filing); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets at the Premises or Tenant's interest in this Lease or the Premises, when possession is not restored to Tenant within 60 days; or the attachment, execution or other seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises, if such seizure is not discharged within 60 days. (F) Any material misrepresentation herein, or material misrepresentation or omission in any financial statements or other materials provided by Tenant or any Guarantor in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01.

Events of Default by Tenant. The occurrence of any Each of the following acts or omissions of Tenant or occurrences shall constitute a material default and breach an “Event of this Lease by TenantDefault”: 15.1.1 Any failure or refusal by Tenant to timely pay any Rent or any other payments or charges required to be paid hereunder, or any portion thereof, within three (A3) The days of notice that the same is due. 15.1.2 Any failure by Tenant to pay Base Rent perform or make observe any other payment required to be made by Tenant hereunder as and when due to cure such failure the first two times such failure occurs in any 12 month period). (B) The abandonment of the Premises by Tenant covenant or the vacation of the Premises by Tenant for fourteen (14) consecutive days (with or without the payment of Rent). (C) The making by Tenant of any assignment condition of this Lease (including, without limitation, in the Datacenter Rules and Regulations) to be performed or any sublease of all or part of the Premises, except as expressly permitted under Article XIV of this Lease. (D) The failure observed by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, (other than those described in Section 15.1.1, above or Sections 15.01(A)15.1.3, 15.01(B15.1.4, or 15.1.5, below) or 15.01 (C) above, if such failure continues for 30 a period of thirty (30) days after following written notice thereof by Landlord to TenantTenant of such failure; provided, however, that if in the nature event Tenant’s failure to perform or observe any covenant or condition of the default is such that it this Lease to be performed or observed by Tenant cannot reasonably be cured within the 30 day periodthirty (30) days following written notice to Tenant, no Tenant shall not be in default shall exist if Tenant commences the curing to cure same within ten (10) days after Tenant’s receipt of the default within the 30 day period written notice thereof and thereafter diligently prosecutes the same curing thereof to completion. 15.1.3 The filing or execution or occurrence of any one of the following: (i) a petition in bankruptcy or other insolvency proceeding by or against Tenant, (ii) a petition or answer seeking relief under any provision of the Bankruptcy Act, (iii) an assignment for the benefit of creditors, (iv) a petition or other proceeding by or against Tenant for the appointment of a trustee, receiver or liquidator of Tenant or any of Tenant’s property, or (v) a proceeding by any governmental authority for the dissolution or liquidation of Tenant or any other instance whereby Tenant or any general partner of Tenant shall cease doing business as a going concern, where such petition, assignment or proceeding is not dismissed within sixty (60) days after filing. 15.1.4 Any failure by Tenant to execute and deliver any statement or document described in either Article 11 or Section 12.1 requested to be so executed and delivered by Landlord within the time periods specified therein applicable thereto, where such failure continues for three (3) days after delivery of written notice of such failure by Landlord to Tenant. The 30 day parties hereto acknowledge and agree that all of the notice described herein shall be periods provided in this Section 15.1 are in lieu of, and not in addition to, any the notice required under law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. (E) The making by Tenant or its Guarantor requirements of any general assignment for the benefit of creditors, the filing by or against Tenant or its Guarantor of a petition under any federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed against Tenant or its Guarantor the same is dismissed within 60 days after filing); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets at the Premises or Tenant's interest in this Lease or the Premises, when possession is not restored to Tenant within 60 days; or the attachment, execution or other seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises, if such seizure is not discharged within 60 daysApplicable Laws. (F) Any material misrepresentation herein, or material misrepresentation or omission in any financial statements or other materials provided by Tenant or any Guarantor in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01.

Events of Default by Tenant. The occurrence of any of the following shall constitute a material default and breach of this Lease by Tenant:Tenant (an “Event of Default”): (A) The 16.1.1 Any failure by Tenant to pay Base any Rent or make any other payment charge required to be made by Tenant hereunder as and when due to cure such failure paid under this Lease, or any part thereof, within three (3) days of notice that the first two times such failure occurs same is due, which notice shall be in lieu of any 12 month period)notice required under California Code of Civil Procedure Section 1161 or any similar or successor law. (B) 16.1.2 The abandonment of the Premises by Tenant Tenant, or the vacation of the Premises by Tenant for fourteen a period of ten (1410) consecutive days (with or without the payment of Rent), or the failure of Tenant to take occupancy of the Premises within thirty (30) days of the Commencement Date, it being agreed that the fact that any of Tenant’s Property remains in the Premises shall not be evidence that Tenant has not vacated or abandoned the Premises. (C) The making 16.1.3 Any failure by Tenant to execute and deliver any statement or document described in Articles 18 and 22 requested by Landlord within the time periods specified therein, where such failure continues for three (3) days after delivery of written notice of such failure by Landlord to Tenant; provided, however, that any assignment of this Lease or such notice shall be in lieu of, and not in addition to, any sublease of all or part notice required under Section 1161 et seq., of the Premises, except as expressly permitted under Article XIV California Code of this LeaseCivil Procedure. (D) 16.1.4 The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.01(A)16.1.1, 15.01(B) or 15.01 (C) 16.1.2 and 16.1.3 above, if such failure continues for 30 twenty (20) days (except where a different period of time is specified in this Lease, in which case such different time period shall apply) after written notice thereof by Landlord to Tenant; provided, however, that if the nature of the default is such that it cannot be cured within the 30 twenty (20) day period, no default shall exist if Tenant commences the curing of the default within the 30 twenty (20) day period and thereafter diligently prosecutes the same to completion. The 30 twenty (20) day notice described herein shall be in lieu of, and not in addition to, any notice required under Section 1161 of the California Code of Civil Procedure or any other law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. (E) 16.1.5 The making or furnishing by Tenant or its Guarantor of any warranty, representation or statement to Landlord in connection with this Lease, or any other agreement to which Tenant and Landlord are parties, which is false or misleading in any material respect when made or furnished. 16.1.6 The assignment, subletting or other Transfer, or any attempted assignment, subletting or other Transfer, of this Lease in violation of Article 15. 16.1.7 Any instance whereby Tenant or any general partner of Tenant shall cease doing business as a going concern, make an assignment for the benefit of creditors, the filing by generally not pay its debts as they become due or against Tenant or admit in writing its Guarantor of inability to pay its debts as they become due, file a petition commencing a voluntary case under any federal chapter of the Bankruptcy Code, be adjudicated an insolvent, file a petition seeking for itself any reorganization, composition, readjustment, liquidation, dissolution or state bankruptcy similar arrangement under the Bankruptcy Code or insolvency laws (unlessany other present or future similar statute, in law, rule or regulation, or file an answer admitting the case material allegations of a petition filed against it in any such proceeding, consent to the filing of such a petition or acquiesce in the appointment of a trustee, receiver, custodian or other similar official for it or of all or any substantial part of its assets or properties, or take any action looking to its dissolution or liquidation. 16.1.8 Any instance whereby a case, proceeding or other action shall be instituted against Tenant or its Guarantor any general partner of Tenant seeking the same is dismissed entry of an order for relief against Tenant or any general partner thereof as debtor, to adjudicate Tenant or any general partner thereof as a bankrupt or insolvent, or seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief against Tenant or any general partner thereof under the Bankruptcy Code or any other present or future similar statute, law, rule or regulation, which case, proceeding or other action either results in such entry, adjudication or issuance or entry of any other order or judgment having a similar effect, or remains undismissed for 60 days, or within 60 days after filing); the appointment (without Tenant’s or such general partner’s consent) of any trustee, receiver, custodian or other similar official for it or such general partner, or of all or any substantial part of its or such general partner’s assets and properties, such appointment shall not be vacated. 16.1.9 The appointment of a receiver, trustee or receiver custodian to take possession of substantially all or any substantial portion of the assets of Tenant's assets at , or the Premises formation of any committee of Tenant’s creditors, or any class thereof, for the purpose of monitoring or investigating the financial affairs of Tenant or enforcing such creditors’ rights. 16.1.10 The default by any guarantor of Tenant's interest ’s obligations hereunder under any guaranty of this Lease, the attempted repudiation or revocation of any such guaranty or the participation by any such guarantor in any other event described in this Lease or the Premises, when possession is not restored Section 16.1 (as if this Section 16.1.10 referred to Tenant within 60 days; or the attachment, execution or other seizure of substantially all such guarantor in place of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises, if such seizure is not discharged within 60 days). (F) Any material misrepresentation herein, or material misrepresentation or omission in any financial statements or other materials provided by Tenant or any Guarantor in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01.

Events of Default by Tenant. The occurrence of any Each of the following shall constitute a material default and breach an Event of Default by Tenant under this Lease by TenantLease: (A) The 15.1.1 Any failure or refusal by Tenant to timely pay Base any Rent or make any other payment payments or charges required to be made by Tenant hereunder as and when due to cure such failure the first two times such failure occurs in any 12 month period). (B) The abandonment of the Premises by Tenant or the vacation of the Premises by Tenant for fourteen (14) consecutive days (with or without the payment of Rent). (C) The making by Tenant of any assignment of this Lease paid hereunder, or any sublease portion thereof, within [***] days of all or part of notice that the Premises, except as expressly permitted under Article XIV of this Lease. (D) The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.01(A), 15.01(B) or 15.01 (C) above, if such failure continues for 30 days after written notice thereof by Landlord to Tenantsame is due; provided, however, that in the event Tenant, during such [***] day period, submits, in good faith, documentation that reasonably demonstrates the amount claimed has been paid or is not due or that the amount claimed (other than Base Rent) is not accurate, such non-payment shall not be construed as an Event of Default. 15.1.2 Any failure by Tenant to perform or observe any other covenant or condition of this Lease (including, without limitation, those contained in the Datacenter Rules and Regulations) to be performed or observed by Tenant (other than those described in Section 15.1.1, above or Sections 15.1.3 through 15.1.6, below) if such failure continues for a period of [***] days following written notice to Tenant of such failure; provided, however, that in the nature event Tenant’s failure to perform or observe any covenant or condition of the default is such that it this Lease to be performed or observed by Tenant cannot reasonably be cured within the 30 day period[***] days following written notice to Tenant, no Tenant shall not be in default shall exist if Tenant commences the curing of the default to cure same within the 30 such [***] day period and thereafter diligently prosecutes the same curing thereof to completion. 15.1.3 The filing or execution or occurrence of any one of the following: (i) a voluntary petition in bankruptcy or other insolvency proceeding commenced by Tenant, Guarantor (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC (so long as it remains subject to the Equity Pledge), (ii) a petition or answer by Tenant, Guarantor (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC (so long as it remains subject to the Equity Pledge) seeking relief under any provision of the Bankruptcy Code, (iii) an assignment by Tenant, Guarantor (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC (so long as it remains subject to the Equity Pledge) for the benefit of creditors, (iv) a petition or other proceeding by or against Tenant, Guarantor (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC (so long as it remains subject to the Equity Pledge) for the appointment of a trustee, receiver or liquidator of Tenant, Guarantor (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC (so long as it remains subject to the Equity Pledge) or any of Tenant’s, Guarantor’s (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC’s (so long as it remains subject to the Equity Pledge) property that is not dismissed within sixty (60) days of the commencement thereof, (v) a proceeding by any governmental authority for the dissolution or liquidation of Tenant, Guarantor (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC (so long as it remains subject to the Equity Pledge) that is not dismissed within sixty (60) days of the commencement thereof, or (vi) any other instance whereby Tenant, Guarantor (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC (so long as it remains subject to the Equity Pledge) or any general partner of Tenant, Guarantor (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC (so long as it remains subject to the Equity Pledge) or any guarantor of Tenant’s obligations under this Lease shall cease doing business as a going concern. 15.1.4 Any failure by Tenant to execute and deliver any statement or document described in Article 11, Section 12.1 or Section 17.22 requested to be so executed and delivered by Landlord within the time periods specified in such Article or Section, where such failure continues for [***] days after delivery of written notice of such failure by Landlord to Tenant. 15.1.5 Any default by Tenant or any affiliate of Tenant under any other lease or agreement with Landlord, or with any Affiliate of Landlord, now existing or hereafter entered into. 15.1.6 Any default by (i) Tenant under the Energy Supply Agreement or Market Rate Energy Supply Agreement, as applicable or (ii) Guarantor under the Parent Guaranty or the Equity Pledge, as applicable. 15.1.7 Any failure to maintain the Tenant Security (or any component thereof) in full force and effect in the then-required amount at any time if such failure continues for a period of [***] days following written notice to Tenant of such failure or any attempt by Guarantor to repudiate the Parent Guaranty or the Equity Pledge. The 30 day parties hereto acknowledge and agree that all of the notice described herein shall be periods provided in this Section 15.1 are in lieu of, and not in addition to, any the notice required under law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. (E) The making by Tenant or its Guarantor requirements of any general assignment for the benefit of creditors, the filing by or against Tenant or its Guarantor of a petition under any federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed against Tenant or its Guarantor the same is dismissed within 60 days after filing); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets at the Premises or Tenant's interest in this Lease or the Premises, when possession is not restored to Tenant within 60 days; or the attachment, execution or other seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises, if such seizure is not discharged within 60 daysApplicable Laws. (F) Any material misrepresentation herein, or material misrepresentation or omission in any financial statements or other materials provided by Tenant or any Guarantor in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01.

Events of Default by Tenant. The occurrence of any Each of the following acts or omissions of Tenant or occurrences shall constitute a material default and breach an “Event of this Lease by TenantDefault”: 15.1.1 Any failure or refusal by Tenant to pay any Rent or any other payments or charges required to be paid hereunder, or any portion thereof in a timely manner, within five (A5) The days following written notice that the same is delinquent provided that if Landlord has previously delivered a delinquency notice on at least one (1) occasion during the preceding twelve (12) month period, no further notice shall be required during said twelve (12) month period following such notice for any failure to pay Rent or any other payments or charges when due hereunder and Tenant shall be in default if it fails to pay Rent or any other payments or charges within five (5) days of the date same is due. 15.1.2 Any failure by Tenant to pay Base Rent perform or make observe any other payment required to be made by Tenant hereunder as and when due to cure such failure the first two times such failure occurs in any 12 month period). (B) The abandonment of the Premises by Tenant covenant or the vacation of the Premises by Tenant for fourteen (14) consecutive days (with or without the payment of Rent). (C) The making by Tenant of any assignment of this Lease or any sublease of all or part of the Premises, except as expressly permitted under Article XIV of this Lease. (D) The failure by Tenant to observe or perform any other provision condition of this Lease to be performed or observed or performed by Tenant, Tenant (other than those described above or below in Sections 15.01(A), 15.01(Bthis Section 15.1) or 15.01 (C) above, if such failure continues for 30 a period of thirty (30) days after following written notice thereof by Landlord to TenantTenant of such failure; provided, however, that if in the nature event Tenant’s failure to perform or observe any covenant or condition of the default is such that it this Lease to be performed or observed by Tenant cannot reasonably be cured within the 30 day periodthirty (30) days following written notice to Tenant, no Tenant shall not be in default shall exist if Tenant commences the curing to cure same within ten (10) days following receipt of the default within the 30 day period such written notice and thereafter diligently prosecutes the curing thereof to completion following such written notice. 15.1.3 The filing or execution or occurrence of any one of the following by or against Tenant and/or Indemnifier: (i) an application or petition in bankruptcy or other insolvency proceeding, (ii) an application or petition or answer seeking relief under any provision of the Bankruptcy and Insolvency Act and/or the Companies Creditors’ Arrangement Act, (iii) an assignment for the benefit of creditors, (iv) an application or petition or other proceeding for the appointment of a trustee, receiver or liquidator of Tenant or Indemnifier or any of Tenant’s or Indemnifier’s property, (v) a proceeding by any authority for the dissolution or liquidation of Tenant or Indemnifier; or (vi) Tenant or Indemnifier commences any case, proceeding or other action seeking to have an order for relief entered on its behalf as a debtor or to adjudicate it a bankrupt or insolvent, or seeking winding up reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts or seeking appointment of a manager, monitor, liquidator, receiver, trustee, receiver/manager custodian or other similar official for it or for all or of any part of its property (collectively a “Proceeding for Relief”); (vii) become the subject of any Proceeding for Relief; or (viii) Tenant or Indemnifier fails to maintain its legal existence, provided, however, so long as no other Event of Default is subsisting, if any event described in the foregoing subsections (i), (ii), (iv) or (vii) above (but for greater certainty, none of the other subsections) is involuntary and was commenced by a Person which is independent of Tenant and Indemnifier, then only for so long as each of Tenant and Indemnifier is actively and diligently contesting same and neither Tenant or Indemnifier (by its actions or omissions) consents to completionsame, it shall not be an Event of Default unless said event remains in effect for more than ten (10) days after it is initially entered or otherwise commences. 15.1.4 Any failure by Tenant or Indemnifier to execute and deliver any statement or document described in either Article 11 or Section 12.1 requested to be so executed and delivered by Landlord within the time periods specified therein applicable thereto, where such failure continues for five (5) days after delivery of written notice of such failure by Landlord to Tenant. 15.1.5 Any insurance required to be maintained pursuant to this Lease is not procured or maintained at all times in the manner required herein or such insurance shall be cancelled or terminated or shall expire or shall be reduced or materially changed, or Landlord shall receive a notice of non-renewal of any such insurance, and in each case Tenant shall fail to obtain replacement insurance within five (5) Business Days after notice thereof from Landlord. 15.1.6 Any event of default or breach occurs (after applicable notice and cure periods, if any) under the Indemnity Agreement relating to this Lease. 15.1.7 Tenant shall assign, sublease or otherwise Transfer or attempt to assign, sublease or otherwise Transfer all or any portion of Tenant’s interest in this Lease or the Property except as expressly permitted herein. 15.1.8 Tenant or any Indemnifier makes a sale in bulk of all or a portion of its assets. The 30 day parties hereto acknowledge and agree that all of the notice described herein shall be periods provided in this Section 15.1 are in lieu of, and not in addition to, any the notice required under law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. (E) The making by Tenant or its Guarantor requirements of any general assignment for the benefit of creditors, the filing by or against Tenant or its Guarantor of a petition under any federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed against Tenant or its Guarantor the same is dismissed within 60 days after filing); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets at the Premises or Tenant's interest in this Lease or the Premises, when possession is not restored to Tenant within 60 days; or the attachment, execution or other seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises, if such seizure is not discharged within 60 daysApplicable Laws. (F) Any material misrepresentation herein, or material misrepresentation or omission in any financial statements or other materials provided by Tenant or any Guarantor in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01.

Events of Default by Tenant. The occurrence of any Each of the following acts or omissions of Tenant or occurrences shall constitute a material default and breach an “Event of this Lease by TenantDefault”: 15.1.1 Any failure or refusal by Tenant to timely pay any Rent or any other payments or charges required to be paid hereunder, or any portion thereof, within five (A5) The days of notice that the same is due. 15.1.2 Any failure by Tenant to pay Base Rent perform or make observe any other payment required to be made by Tenant hereunder as and when due to cure such failure the first two times such failure occurs in any 12 month period). (B) The abandonment of the Premises by Tenant covenant or the vacation of the Premises by Tenant for fourteen (14) consecutive days (with or without the payment of Rent). (C) The making by Tenant of any assignment condition of this Lease (including, without limitation, in the Building Rules and Regulations) to be performed or any sublease of all or part of the Premises, except as expressly permitted under Article XIV of this Lease. (D) The failure observed by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, (other than those described in Section 15.1.1, above or Sections 15.01(A)15.1.3, 15.01(B15.1.4, or 15.1.5, below) or 15.01 (C) above, if such failure continues for 30 a period of thirty (30) days after following written notice thereof by Landlord to TenantTenant of such failure; provided, however, that if in the nature event Tenant’s failure to perform or observe any covenant or condition of the default is such that it this Lease to be performed or observed by Tenant cannot reasonably be cured within the 30 day periodthirty (30) days following written notice to Tenant, no Tenant shall not be in default shall exist if Tenant commences the curing of the default to cure same within the 30 thirty (30) day period and thereafter diligently prosecutes the same curing thereof to completion. completion within ninety (90) days following such written notice. 15.1.3 The 30 day notice described herein shall be filing or execution or occurrence of any one of the following: (i) a petition in lieu of, and not in addition to, any notice required under law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer bankruptcy or other legal proceeding. insolvency proceeding by or against Tenant, (Eii) The making by Tenant a petition or its Guarantor answer seeking relief under any provision of any general the Bankruptcy Act, (iii) an assignment for the benefit of creditors, the filing (iv) a petition or other proceeding by or against Tenant or its Guarantor of a petition under any federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed against Tenant or its Guarantor the same is dismissed within 60 days after filing); for the appointment of a trustee trustee, receiver or receiver to take possession liquidator of substantially all of Tenant's assets at the Premises or Tenant's interest in this Lease or the Premises, when possession is not restored to Tenant within 60 days; or the attachment, execution or other seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises, if such seizure is not discharged within 60 days. (F) Any material misrepresentation herein, or material misrepresentation or omission in any financial statements or other materials provided by Tenant or any Guarantor of Tenant’s property, or (v) a proceeding by any governmental authority for the dissolution or liquidation of Tenant or any other instance whereby Tenant or any general partner of Tenant shall cease doing business as a going concern. 15.1.4 Any failure by Tenant to execute and deliver any statement or document described in connection with negotiating either Article 11 or entering into this Lease or in connection with any Transfer under Section 14.0112.1 requested to be so executed and delivered by Landlord within the time periods specified therein applicable thereto, where such failure continues for three (3) days after delivery of written notice of such failure by Landlord to Tenant.

Events of Default by Tenant. The occurrence of any of the following shall constitute a material default and breach of this Lease by Tenant:Tenant (an "EVENT OF DEFAULT"): (Aa) The Any failure by Tenant to pay Base any Rent or make any other payment charge required to be made by paid under this Lease, or any part thereof, (i) within seven (7) days after written notice that such amount has not been paid when due, or (ii) within three (3) days of notice that the same is due if Tenant hereunder as and when due has received notice pursuant to cure such failure clause (i) within the first two times such failure occurs preceding year, which notice shall be in lieu of any 12 month period)notice required under any Law now or hereafter in effect requiring that notice of default be given prior to commencement of an unlawful detainer or other legal proceeding. (Bb) The abandonment of the Premises Any failure by Tenant to execute and deliver any statement or document described in Articles 18 and 22 requested by Landlord within the vacation time periods specified therein, where such failure continues for ten (10) days after delivery of the Premises written notice of such failure by Landlord to Tenant for fourteen (14) consecutive days (with which notice shall be in lieu of, and not in addition to, any notice required under any Law now or without the payment hereafter in effect requiring that notice of Rent)default be given prior to commencement of an unlawful detainer or other legal proceeding. (C) The making by Tenant of any assignment of this Lease or any sublease of all or part of the Premises, except as expressly permitted under Article XIV of this Lease. (Dc) The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.01(A16.1(a), 15.01(B16.1(b) or 15.01 (Cand 16.1(c) above, if such failure continues for 30 twenty (20) days (except where a different period of time is specified in this Lease, in which case such different time period shall apply) after written notice thereof by Landlord to Tenant; provided, however, that if the nature of the default is such that it cannot be cured within the 30 twenty (20) day period, no default shall exist if Tenant commences the curing of the default within the 30 twenty (20) day period and thereafter diligently prosecutes the same to completion. The 30 twenty (20) day notice described herein shall be in lieu of, and not in addition to, any notice required under law any Law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. (Ed) The making or furnishing by Tenant or its Guarantor of any warranty, representation or statement to Landlord in connection with this Lease, or any other agreement to which Tenant and Landlord are parties, which is false or misleading in any material respect when made or furnished. (e) The assignment, subletting or other Transfer, or any attempted assignment, subletting or other Transfer, of this Lease in violation of Article 15. (f) Any instance whereby Tenant or any general partner of Tenant shall cease doing business as a going concern, make an assignment for the benefit of creditors, the filing by generally not pay its debts as they become due or against Tenant or admit in writing its Guarantor of inability to pay its debts as they become due, file a petition commencing a voluntary case under any federal chapter of the Bankruptcy Code, be adjudicated an insolvent, file a petition seeking for itself any reorganization, composition, readjustment, liquidation, dissolution or state bankruptcy similar arrangement under the Bankruptcy Code or insolvency laws (unlessany other present or future similar statute, in law, rule or regulation, or file an answer admitting the case material allegations of a petition filed against Tenant it in any such proceeding, consent to the filing of such a petition or its Guarantor the same is dismissed within 60 days after filing); acquiesce in the appointment of a trustee, receiver, custodian or other similar official for it or of all or any substantial part of its assets or properties, or take any action looking to its dissolution or liquidation. (g) Any instance whereby a case, proceeding or other action shall be instituted against Tenant or any general partner of Tenant seeking the entry of an order for relief against Tenant or any general partner thereof as debtor, to adjudicate Tenant or any general partner thereof as a bankrupt or insolvent, or seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief against Tenant or any general partner thereof under the Bankruptcy Code or any other present or future similar statute, law, rule or regulation, which case, proceeding or other action either results in such entry, adjudication or issuance or entry of any other order or judgment having a similar effect, or remains undismissed for sixty (60) days, or within sixty (60) days after the appointment (without Tenant's or such general partner's consent) of any trustee, receiver, custodian or other similar official for it or such general partner, or of all or any substantial part of its or such general partner's assets and properties, such appointment shall not be vacated. (h) The appointment of a receiver, trustee or receiver custodian to take possession of substantially all or any substantial portion of the assets of Tenant, or the formation of any committee of Tenant's assets at the Premises or Tenant's interest in this Lease or the Premises, when possession is not restored to Tenant within 60 days; or the attachment, execution or other seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises, if such seizure is not discharged within 60 days. (F) Any material misrepresentation hereincreditors, or material misrepresentation any class thereof, for the purpose of monitoring or omission in any investigating the financial statements or other materials provided by affairs of Tenant or any Guarantor in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01enforcing such creditors' rights.

Events of Default by Tenant. The occurrence of any 15.1 . Each of the following shall constitute a material default and breach an Event of Default by Tenant under this Lease by TenantLease: (A) The 15.1.1 Any failure or refusal by Tenant to timely pay Base any Rent or make any other payment payments or charges required to be made by Tenant hereunder as and when due to cure such failure the first two times such failure occurs in any 12 month period). (B) The abandonment of the Premises by Tenant or the vacation of the Premises by Tenant for fourteen (14) consecutive days (with or without the payment of Rent). (C) The making by Tenant of any assignment of this Lease paid hereunder, or any sublease portion thereof, within [***] days of all or part of notice that the Premises, except as expressly permitted under Article XIV of this Lease. (D) The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.01(A), 15.01(B) or 15.01 (C) above, if such failure continues for 30 days after written notice thereof by Landlord to Tenantsame is due; provided, however, that in the event Tenant, during such [***] day period, submits, in good faith, documentation that reasonably demonstrates the amount claimed has been paid or is not due or that the amount claimed (other than Base Rent and Add-ons) is not accurate, such non-payment shall not be construed as an Event of Default. 15.1.2 Any failure by Tenant to perform or observe any other covenant or condition of this Lease (including, without limitation, those contained in the Datacenter Rules and Regulations) to be performed or observed by Tenant (other than those described in Section 15.1.1, above or Sections 15.1.3 through 15.1.6, below) if such failure continues for a period of [***] days following written notice to Tenant of such failure; provided, however, that in the nature event Tenant’s failure to perform or observe any covenant or condition of the default is such that it this Lease to be performed or observed by Tenant cannot reasonably be cured within the 30 day period[***] days following written notice to Tenant, no Tenant shall not be in default shall exist if Tenant commences the curing of the default to cure same within the 30 such [***] day period and thereafter diligently prosecutes the same curing thereof to completion. 15.1.3 The filing or execution or occurrence of any one of the following: (i) a voluntary petition in bankruptcy or other insolvency proceeding commenced by Tenant, Guarantor (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC (so long as it remains subject to the Equity Pledge), (ii) a petition or answer by Tenant, Guarantor (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC (so long as it remains subject to the Equity Pledge) seeking relief under any provision of the Bankruptcy Code, (iii) an assignment by Tenant, Guarantor (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC (so long as it remains subject to the Equity Pledge) for the benefit of creditors, (iv) a petition or other proceeding by or against Tenant, Guarantor (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC (so long as it remains subject to the Equity Pledge) for the appointment of a trustee, receiver or liquidator of Tenant, Guarantor (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC (so long as it remains subject to the Equity Pledge) or any of Tenant’s, Guarantor’s (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC’s (so long as it remains subject to the Equity Pledge) property that is not dismissed within sixty (60) days of the commencement thereof, (v) a proceeding by any governmental authority for the dissolution or liquidation of Tenant, Guarantor (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC (so long as it remains subject to the Equity Pledge) that is not dismissed within sixty (60) days of the commencement thereof, or (vi) any other instance whereby Tenant, Guarantor (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC (so long as it remains subject to the Equity Pledge) or any general partner of Tenant, Guarantor (so long as it remains party to the Parent Guaranty or the Equity Pledge) or Air HPC (so long as it remains subject to the Equity Pledge) or any guarantor of Tenant’s obligations under this Lease shall cease doing business as a going concern. 15.1.4 Any failure by ▇▇▇▇▇▇ to execute and deliver any statement or document described in Article 11, Section 12.1 or Section 17.22 requested to be so executed and delivered by Landlord within the time periods specified in such Article or Section, where such failure continues for [***] days after delivery of written notice of such failure by Landlord to Tenant. 15.1.5 Any default by Tenant or any affiliate of Tenant under any other lease or agreement with Landlord, or with any Affiliate of Landlord, now existing or hereafter entered into. 15.1.6 Any default, following the expiration of all applicable notice and cure periods, by (i) Tenant under the Energy Supply Agreement or Market Rate Energy Supply Agreement, as applicable or (ii) Guarantor under the Parent Guaranty or the Equity Pledge, as applicable. 15.1.7 Any failure to maintain the Tenant Security (or any component thereof) in full force and effect in the then-required amount at any time if such failure continues for a period of [***] days following written notice to Tenant of such failure or any attempt by Guarantor to repudiate the Parent Guaranty or the Equity Pledge. The 30 day parties hereto acknowledge and agree that all of the notice described herein shall be periods provided in this Section 15.1 are in lieu of, and not in addition to, any the notice required under law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. (E) The making by Tenant or its Guarantor requirements of any general assignment for the benefit of creditors, the filing by or against Tenant or its Guarantor of a petition under any federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed against Tenant or its Guarantor the same is dismissed within 60 days after filing); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets at the Premises or Tenant's interest in this Lease or the Premises, when possession is not restored to Tenant within 60 days; or the attachment, execution or other seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises, if such seizure is not discharged within 60 daysApplicable Laws. (F) Any material misrepresentation herein, or material misrepresentation or omission in any financial statements or other materials provided by Tenant or any Guarantor in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01.

Events of Default by Tenant. The occurrence of any Each of the following acts or omissions of Tenant or occurrences shall constitute a material default and breach an “Event of this Lease by TenantDefault”: 15.1.1 Any failure or refusal by Tenant to timely pay any Rent or any other payments or charges required to be paid hereunder, or any portion thereof, within five (A5) The days of notice that the same is delinquent. 15.1.2 Any failure by Tenant to pay Base Rent perform or make observe any other payment required to be made by Tenant hereunder as and when due to cure such failure the first two times such failure occurs in any 12 month period). (B) The abandonment of the Premises by Tenant covenant or the vacation of the Premises by Tenant for fourteen (14) consecutive days (with or without the payment of Rent). (C) The making by Tenant of any assignment condition of this Lease (including, without limitation, in the Datacenter Rules and Regulations) to be performed or any sublease of all or part of the Premises, except as expressly permitted under Article XIV of this Lease. (D) The failure observed by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, (other than those described in Section 15.1.1, above or Sections 15.01(A)15.1.3, 15.01(B15.1.4, or 15.1.5, below) or 15.01 (C) above, if such failure continues for 30 a period of thirty (30) days after following written notice thereof by Landlord to TenantTenant of such failure; provided, however, that if in the nature event Tenant’s failure to perform or observe any covenant or condition of the default is such that it this Lease to be performed or observed by Tenant cannot reasonably be cured within the 30 day periodthirty (30) days following written notice to Tenant, no Tenant shall not be in default shall exist if Tenant commences the curing to cure same within ten (10) days following receipt of the default within the 30 day period such written notice and thereafter diligently prosecutes the same curing thereof to completion. completion within sixty (60) days following such written notice. 15.1.3 The 30 day notice described herein shall be filing or execution or occurrence of any one of the following: (i) a petition in lieu of, and not in addition to, any notice required under law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer bankruptcy or other legal proceeding. insolvency proceeding by or against Tenant, (Eii) The making by Tenant a petition or its Guarantor answer seeking relief under any provision of any general the Bankruptcy Act, (iii) an assignment for the benefit of creditors, the filing (iv) a petition or other proceeding by or against Tenant or its Guarantor of a petition under any federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed against Tenant or its Guarantor the same is dismissed within 60 days after filing); for the appointment of a trustee trustee, receiver or receiver to take possession liquidator of substantially all of Tenant's assets at the Premises or Tenant's interest in this Lease or the Premises, when possession is not restored to Tenant within 60 days; or the attachment, execution or other seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises, if such seizure is not discharged within 60 days. (F) Any material misrepresentation herein, or material misrepresentation or omission in any financial statements or other materials provided by Tenant or any Guarantor of Tenant’s property, or (v) a proceeding by any governmental authority for the dissolution or liquidation of Tenant or any other instance whereby Tenant or any general partner of Tenant shall cease doing business as a going concern; provided, however, in connection with negotiating each of the foregoing subsections, such order, judgment or entering into this Lease decree (entered as a result of a petition or proceeding) shall remain undischarged or unstayed sixty (60) days after it is entered. 15.1.4 Any failure by Tenant to execute and deliver any statement or document described in connection with any Transfer under either Article 11 or Section 14.0112.1 requested to be so executed and delivered by Landlord within the time periods specified therein applicable thereto, where such failure continues for five (5) days after delivery of written notice of such failure by Landlord to Tenant.

Events of Default by Tenant. The occurrence of any of the following shall constitute a material default and breach of this Lease by Tenant: (A) The failure by Tenant to pay Base Rent or make any other payment required to be made by Tenant hereunder as and when due to cure and the continuation of such failure the first two times such failure occurs in any 12 month period)for five (5) days. (B) The abandonment of the Premises by Tenant or the vacation of the Premises by Tenant for fourteen (14) consecutive days (with or without the payment of Rent). (C) The making by Tenant of any assignment of this Lease or any sublease of all or part of the Premises, except as expressly permitted under Article XIV of this Lease. (D) The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.01(A), 15.01(B) or 15.01 (C15.01(C) above, if such failure continues for 30 thirty (30) days after written notice thereof by Landlord to Tenant; Tenant provided, however, that if the nature of the default is such that it cannot be cured within the 30 thirty (30) day period, no default shall be deemed to exist if Tenant commences the curing of the default promptly within the 30 such thirty (30) day period and thereafter diligently prosecutes the same to completioncompletion and achieves the same within sixty (60) days after the occurrence of such default. The 30 thirty (30) day notice described herein shall be in lieu of, and not in addition to, any notice required under law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. (E) The making by Tenant or its Guarantor of any general assignment for the benefit of creditors, the filing by or against Tenant or its Guarantor of a petition under any federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed against Tenant or its Guarantor Tenant, the same is dismissed within 60 thirty (30) days after filing); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets at the Premises or Tenant's interest in this Lease or the Premises, when possession is not restored to Tenant within 60 thirty (30) days; or the attachment, execution or other seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises, if such seizure is not discharged within 60 thirty (30) days. (F) Any material misrepresentation herein, or material misrepresentation or omission in any financial statements or other materials provided by Tenant or any Guarantor in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01.

Events of Default by Tenant. The occurrence of any of the following shall constitute a material an event of default and breach ("Event of Default") of this Lease by Tenant: 19.1.1 The abandonment by Tenant of the Premises for a period of thirty (A30) The or more days; or 19.1.2 Any failure by Tenant to pay Base any Rent or make any other payment charge required to be made by Tenant hereunder as and paid under this Lease, or any part thereof, when due to cure and such failure continues for five (5) days following the first two times such failure occurs in any 12 month period). (B) The abandonment of the Premises by Tenant or the vacation of the Premises by Tenant for fourteen (14) consecutive days (with or without the payment of Rent). (C) The making by delivery to Tenant of any written notice thereof; or 19.1.3 The hypothecation or assignment of this Lease or any sublease of all or part subletting of the Premises, except as expressly permitted under or attempts at such actions, in violation of Article XIV 14 hereof; or the recording of this Lease.a document in violation of Section 29.6, without the necessity of a notice from Landlord; or (D) The 19.1.4 Any failure by Tenant to observe or perform any other provision provision, covenant, or condition of this Lease to be observed or performed by Tenant, other than those described in Sections 15.01(A), 15.01(B) or 15.01 (C) above, if Tenant where such failure continues for 30 ten (10) business days after written notice thereof by from Landlord to Tenant; provided, however, provided that (i) if the nature of the such default is such that it the same cannot reasonably be cured within the 30 a ten (10) business day period, no Tenant shall not be deemed to be in default shall exist if Tenant it diligently commences the curing of the default such cure within the 30 day such period and thereafter diligently prosecutes proceeds to rectify and cure said default and does cure said default no later than thirty (30) days after said written notice, and (ii) the cure period specified in this Section 19.1.4 shall not be applicable to Tenant's obligations under Sections 10.3 and 10.4 and Articles 17 and 18 of this Lease (i.e., Tenants failure to comply Air Cargo Lease A-Mark 2014 - 30 - with any provision, covenant, or condition described in such Sections and/or Articles within the time periods specified therein shall constitute a default under this Section 19.1.4); or 19.1.5 To the extent permitted by law, a general assignment by Tenant or any guarantor of the Lease for the benefit of creditors, or the filing by or against Tenant or any guarantor of any proceeding under an insolvency or bankruptcy law, unless in the case of a proceeding filed against Tenant or any guarantor the same is dismissed within sixty (60) days, or the appointment of a trustee or receiver to completiontake possession of all or substantially all of the assets of Tenant or any guarantor, unless possession is restored to Tenant or such guarantor within sixty (60) days, or any execution or other judicially authorized seizure of all or substantially all of Tenant's assets located upon the Premises or of Tenant's interest in this Lease, unless such seizure is discharged within sixty (60) days. The 30 day notice described herein notices provided for in this Section 19.1 shall be in lieu of, and not in addition to, any notice required under Nevada law. 19.1.6 Maintaining, committing, or permitting on the Premises waste or a nuisance; use of the Premises for an unlawful purpose or in violation of the Permitted Use; abandonment or vacation of the Premises; attempting to effectuate a Transfer contrary to the provisions of Article 14; or Tenant's breach of a material or monetary provision of this Lease on any occasion during a twelve (12) month period in which ▇▇▇▇▇▇ has received three (3) or more notices of a breach of this Lease. Any notice required by this Lease to be sent by Landlord to Tenant and any applicable period of time following delivery of said notice shall run concurrently with any statutory notice requirements. The time periods provided in this Section and throughout this Lease for Tenant to cure or to surrender the Premises shall be in lieu of, and not in addition to, any similar time periods prescribed by applicable state law now or hereafter in effect requiring that notice of default be given prior as a condition precedent to the commencement of an unlawful detainer or other legal proceeding. (E) The making by Tenant or its Guarantor of any general assignment for the benefit of creditors, the filing by or action against Tenant or its Guarantor of a petition under any federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed against Tenant or its Guarantor the same is dismissed within 60 days after filing); the appointment of a trustee or receiver to take for possession of substantially all of Tenant's assets at the Premises or Tenant's interest other relief; provided, however, to the extent the foregoing is not permitted by applicable law, any notice under this Section shall run concurrently with, and not in addition to, any similar time periods prescribed by applicable law. Any notice given is in lieu of any written notice required by statute or law and Tenant waives (to the fullest extent permitted by law) the giving of any notice other than that provided for in this Lease or the Premises, when possession is not restored to Tenant within 60 days; or the attachment, execution or other seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises, if such seizure is not discharged within 60 daysLease. (F) Any material misrepresentation herein, or material misrepresentation or omission in any financial statements or other materials provided by Tenant or any Guarantor in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01.

Events of Default by Tenant. The occurrence of any of the following shall constitute a material default and breach of this Lease by Tenant: (A) The failure by Tenant to pay Base Rent or make any other payment required to be made by Tenant hereunder as and when due to cure such failure the first two times such failure occurs in any 12 month period)due. (B) The abandonment of the Premises by Tenant or the vacation of the Premises by Tenant for fourteen (14) consecutive days (with or without the payment of Rent). (C) The making by Tenant of any assignment of this Lease or any sublease of all or part of the Premises, except as expressly permitted under Article XIV of this Lease. (D) The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.01(A), 15.01(B) or 15.01 (C) Article 16 above, if such failure continues for 30 ten (10) days after written notice thereof by Landlord to Tenant; : provided, however, that if the nature of the default is such that it cannot be cured within the 30 ten (10) day period, no default shall exist if Tenant commences the curing of the default within the 30 ten (10) day period and thereafter diligently prosecutes the same to completion. The 30 ten (10) day notice described herein shall be in lieu of, and not in addition to, any notice required under Section 1161 of the California Code of Civil Procedure or any other law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. (ED) The making by Tenant or its Guarantor of any general assignment for the benefit of creditors, the filing by or against Tenant or its Guarantor of a petition under any federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed against Tenant or its Guarantor Tenant, the same is dismissed within 60 thirty (30) days after filing); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets at the Premises or Tenant's interest in this Lease or the Premises, when possession is not restored to Tenant within 60 thirty (30) days; or the attachment, execution or other seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises, if such seizure is not discharged within 60 thirty (30) days. (F) Any material misrepresentation herein, or material misrepresentation or omission in any financial statements or other materials provided by Tenant or any Guarantor in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01.

Events of Default by Tenant. The occurrence of any Each of the following acts or omissions of Tenant or occurrences shall constitute a material default and breach an “Event of this Lease by TenantDefault”: 15.1.1 Any failure or refusal by Tenant to timely pay any Rent or any other payments or charges required to be paid hereunder, or any portion thereof, within five (A5) The days following written notice that the same is delinquent. 15.1.2 Any failure by Tenant to pay Base Rent perform or make observe any other payment required to be made by Tenant hereunder as and when due to cure such failure the first two times such failure occurs in any 12 month period). (B) The abandonment of the Premises by Tenant covenant or the vacation of the Premises by Tenant for fourteen (14) consecutive days (with or without the payment of Rent). (C) The making by Tenant of any assignment of this Lease or any sublease of all or part of the Premises, except as expressly permitted under Article XIV of this Lease. (D) The failure by Tenant to observe or perform any other provision condition of this Lease to be performed or observed or performed by Tenant, Tenant (other than those described in Section 15.1.1, above or Sections 15.01(A)15.1.3, 15.01(B15.1.4, or 15.1.5, below) or 15.01 (C) above, if such failure continues for 30 a period of thirty (30) days after following written notice thereof by Landlord to TenantTenant of such failure; provided, however, that if in the nature event Tenant’s failure to perform or observe any covenant or condition of the default is such that it this Lease to be performed or observed by Tenant cannot reasonably be cured within the 30 day periodthirty (30) days following written notice to Tenant, no Tenant shall not be in default shall exist if Tenant commences the curing to cure same within ten (10) days following receipt of the default within the 30 day period such written notice and thereafter diligently prosecutes the same curing thereof to completion. completion within sixty (60) days following such written notice. 15.1.3 The 30 day notice described herein shall be filing or execution or occurrence of any one of the following: (i) a petition in lieu of, and not in addition to, any notice required under law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer bankruptcy or other legal proceeding. insolvency proceeding by or against Tenant, (Eii) The making by Tenant a petition or its Guarantor answer seeking relief under any provision of any general the Bankruptcy Act, (iii) an assignment for the benefit of creditors, the filing (iv) a petition or other proceeding by or against Tenant or its Guarantor of a petition under any federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed against Tenant or its Guarantor the same is dismissed within 60 days after filing); for the appointment of a trustee trustee, receiver or receiver to take possession liquidator of substantially all of Tenant's assets at the Premises or Tenant's interest in this Lease or the Premises, when possession is not restored to Tenant within 60 days; or the attachment, execution or other seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises, if such seizure is not discharged within 60 days. (F) Any material misrepresentation herein, or material misrepresentation or omission in any financial statements or other materials provided by Tenant or any Guarantor of Tenant’s property, or (v) a proceeding by any governmental authority for the dissolution or liquidation of Tenant or any other instance whereby Tenant or any general partner of Tenant shall cease doing business as a going concern; provided, however, in connection with negotiating each of the foregoing subsections, such order, judgment or entering into this Lease decree (entered as a result of a petition or proceeding) shall remain undischarged or unstayed sixty (60) days after it is entered. 15.1.4 Any failure by Tenant to execute and deliver any statement or document described in connection with any Transfer under either Article 11 or Section 14.0112.1 requested to be so executed and delivered by Landlord within the time periods specified therein applicable thereto, where such failure continues for five (5) days after delivery of written notice of such failure by Landlord to Tenant.