Common use of Events of Default Defined Clause in Contracts

Events of Default Defined. Any of the following shall constitute an “Event of Default” under a Property Schedule: (a) Failure by Lessee to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein; (b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.

Events of Default Defined. Any The entire unpaid principal amount of any notes issued by Lender to Borrower (“Loans”) issued under this Agreement shall forthwith become and be due and payable if any one or more the following events (“Events of Default”) shall constitute an “have occurred and be continuing. An Event of Default” under a Property ScheduleDefault shall occur: (ai) Failure by Lessee to pay If failure shall be made in the payment of the principal of any Lease Payment under Loans when and as the Property Schedule or other payment required to be paid with respect thereto at the time specified therein; (b) Failure by Lessee to observe same shall become due and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, such failure shall continue for a period of thirty ten (3010) days after written notice specifying such failure and requesting that it be remedied payment is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is correcteddue; (cii) Any statement, representation or warranty made by Lessee in or pursuant to If the Property Schedule or its execution, delivery or performance Borrower shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian trustee or liquidator of Lessee, itself or of all or a substantial part of the assets of Lesseeits property, (ii) be unable, fail or shall admit in writing its inability generally to pay its debts generally as they become due, (iii) or shall make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) shall file a voluntary petition in bankruptcy or a petition bankruptcy, or an answer seeking reorganization in a proceeding under any bankruptcy law (as now or hereafter in effect) or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee the Borrower in any bankruptcysuch proceeding, or shall by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy or other similar law providing for the reorganization or insolvency proceedingwinding up of corporations, or an arrangement, composition, extension or adjustment with its creditors, or shall, in a petition in bankruptcy filed against it be adjudicated a bankrupt, or the Borrower or its directors or a majority of its stockholders shall vote to dissolve or liquidate the Borrower; or (eiii) An If an involuntary petition shall be filed against the Borrower seeking relief against the Borrower under any now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, and such petition shall not be stayed or vacated or set aside within ninety (90) days from the filing thereof; or (iv) If a court of competent jurisdiction shall enter an order, judgment or decree shall be entered by any court appointing, without consent of competent jurisdictionthe Borrower, approving a petition or appointing a receiver, trustee, custodian trustee or liquidator of Lessee the Borrower or of all or a any substantial part of the assets property of Lesseethe Borrower, in each case without its applicationor approving a petition filed against the Borrower seeking a reorganization or arrangement of the Borrower under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, approval or consent, any substantial part of the property of the Borrower shall be sequestered; and such order, judgment or decree shall continue unstayed and in effect for any period not be stayed or vacated or set aside within ninety (90) days from the date of 60 consecutive daysthe entry thereof.

Events of Default Defined. Any Whenever used herein with respect to Securities of the following shall constitute an a particular series, “Event of Default” under a Property Schedulemeans any one or more of the following events which has occurred and is continuing: (a1) Failure by Lessee to pay default in the payment of any Lease Payment under installment of interest upon any of the Property Schedule or other payment required to be paid with respect thereto at Securities of that series, as and when the time specified therein; (b) Failure by Lessee to observe same shall become due and perform any covenantpayable, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, and continuance of such default for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected30 days; (c2) Any statementdefault in the payment of the principal of (or premium, representation or warranty made by Lessee in or if any, on) any of the Securities of that series as and when the same shall become due and payable whether at maturity, upon redemption, pursuant to the Property Schedule any sinking fund obligation, by declaration or its executionotherwise, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when madeand continuance of such default for a period of three Business Days; (d3) Lessee failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company with respect to that series contained in such Securities or otherwise established with respect to that series of Securities pursuant to Section 2.01 hereof or contained in this Indenture (other than a covenant or agreement which has been expressly included in this Indenture solely for the benefit of one or more series of Securities other than such series) for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied and stating that such notice is a “Notice of Default” hereunder, shall have been given to the Company by the Trustee, by registered or certified mail, or to the Company and the Trustee by the holders of at least 33% in principal amount of the Securities of that series at the time outstanding; (i4) apply a decree or order by a court having jurisdiction in the premises shall have been entered adjudging the Company as bankrupt or insolvent, or approving as properly filed a petition seeking liquidation or reorganization of the Company under the Federal Bankruptcy Code or any other similar applicable Federal or State law, and such decree or order shall have continued unvacated and unstayed for a period of 90 consecutive days; or an involuntary case shall be commenced under such Code in respect of the Company and shall continue undismissed for a period of 90 consecutive days or an order for relief in such case shall have been entered; or a decree or order of a court having jurisdiction in the premises shall have been entered for the appointment on the ground of insolvency or bankruptcy of a receiver or custodian or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or of its property, or for the winding up or liquidation of its affairs, and such decree or order shall have remained in force unvacated and unstayed for a period of 90 consecutive days; (5) the Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking liquidation or reorganization under the Federal Bankruptcy Code or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment on the ground of insolvency or bankruptcy of a receiver, trustee, receiver or custodian or liquidator or trustee or assignee in bankruptcy or insolvency of Lesseeit or of its property, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) shall make a general an assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e6) An orderthe occurrence of any other Event of Default with respect to Securities of such series, judgment or decree shall be entered as contemplated by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysSection 2.01 hereof.

Events of Default Defined. Any The following shall be "events of default" under this Agreement and the term "events of default" shall mean, whenever they are used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents: (a) Failure by Lessee the Company to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under subsections (a) and (d) of Section 5.1 hereof which results in failure to pay principal of, premium or interest on or the time specified therein;purchase price of the 2002 Series A Bonds, and such failure shall cause an event of default under the Indenture. (b) Failure by Lessee Company to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) aboveof this Section, for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee Company by LessorIssuer or Trustee, unless Lessor Issuer and Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor Issuer and Trustee will not unreasonably withhold its their consent to an extension of such time if such failure is capable of being cured and corrective action is instituted by Lessee Company within the applicable period and is being diligently pursued until the default is corrected;pursued. (c) Any statementAll bonds outstanding under the First Mortgage Indenture shall, representation if not already due, have become immediately due and payable whether by declaration of the First Mortgage Trustee or warranty made by Lessee in or pursuant to the Property Schedule or its executionotherwise, delivery or performance and such acceleration shall prove to not have been false, incorrect, misleading rescinded or breached in any material respect on annulled by the date when made;First Mortgage Trustee. (d) Lessee An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Company, or of a substantial part of the property or assets of Company, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Company or for a substantial part of the property or assets of Company or (iii) the winding-up or liquidation of Company; and such proceeding or petition shall continue undismissed or unstayed for 90 days or an order or decree approving or ordering any of the foregoing shall be entered. (e) Company shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (d) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian custodian, sequestrator, conservator or liquidator of Lessee, similar official for Company or of all or for a substantial part of the property or assets of LesseeCompany, (iiiv) be unable, fail or admit file an answer admitting the material allegations of a petition filed against it in writing its inability generally to pay its debts as they become dueany such proceeding, (iiiv) make a general assignment for the benefit of creditors, (ivvi) have an order for relief entered against it under applicable federal bankruptcy lawbecome unable, admit in writing its inability or fail generally to pay its debts as they become due or (vvii) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage take any action for the purpose of effecting any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysforegoing.

Events of Default Defined. Any The entire unpaid principal amount of this Note, together with interest thereon shall, on written notice to the Company given by the holders of this Note, forthwith become and be due and payable if any one or more the following events (“Events of Default”) shall constitute an “have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or be affected or come about by operation of law pursuant to or in compliance with any judgment, decree, or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing. An Event of Default” under a Property ScheduleDefault shall occur: (ai) Failure by Lessee to pay any Lease Payment under if failure shall be made in the Property Schedule payment of the principal or other payment required to be paid with respect thereto at interest on the time specified therein; (b) Failure by Lessee to observe Note when and perform any covenant, condition or agreement on its part to be observed or performed with respect to as the Property Schedule, other than as referred to in subparagraph (a) above, same shall become due and such failure shall continue for a period of five (5) business days after such payment is due; or (ii) if the Company shall violate or breach any of the representations, warranties and covenants contained in the Note or the Agreement and such violation or breach shall continue for thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expirationbreach shall been received by the Company from the Holder; provided that, or (iii) if the failure stated Company or any Significant Subsidiary (which term shall mean any subsidiary of the Company which would be considered a significant subsidiary, as defined in Rule 1-02 of Regulation S-X of the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance SEC shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian trustee or liquidator of Lessee, itself or of all or a substantial part of the assets of Lesseeits property, (ii) be unable, fail or shall admit in writing its inability generally to pay its debts generally as they become due, (iii) or shall make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) shall file a voluntary petition in bankruptcy or a petition bankruptcy, or an answer seeking reorganization in a proceeding under any bankruptcy law (as now or hereafter in effect) or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee the Company or any Significant Subsidiary, in any bankruptcysuch proceeding, or shall by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy or other similar law providing for the reorganization or insolvency proceedingwinding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, or shall, in a petition in bankruptcy filed against it or them be adjudicated a bankrupt, or the Company or any Significant Subsidiary or their directors or a majority of its stockholders shall vote to dissolve or liquidate the Company or any Significant Subsidiary other than a liquidation involving a transfer of assets from a Subsidiary to the Company or another Subsidiary; or (eiv) An if an involuntary petition shall be filed against the Company or any Significant Subsidiary seeking relief against the Company or any Significant Subsidiary under any now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, and such petition shall not be vacated or set aside within ninety (90) days from the filing thereof; or (v) if a court of competent jurisdiction shall enter an order, judgment or decree shall be entered by appointing, without consent of the Company or any court of competent jurisdictionSignificant Subsidiary, approving a petition or appointing a receiver, trustee, custodian trustee or liquidator of Lessee the Company or any Significant Subsidiary, or of all or a any substantial part of the assets property of Lesseethe Company or any Significant Subsidiary, in each case without its applicationor approving a petition filed against the Company or any Significant Subsidiary seeking a reorganization or arrangement of the Company or any Significant Subsidiary under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, approval or consent, any substantial part of the property of the Company or any Significant Subsidiary shall be sequestered; and such order, judgment or decree shall continue unstayed not be vacated or set aside within ninety (90) days from the date of the entry thereof; or (vi) if, under the provisions of any law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Company or any Significant Subsidiary or of all or any substantial part of the property of the Company or any Significant Subsidiary and in effect for any period such custody or control shall not be terminated within ninety (90) days from the date of 60 consecutive daysassumption of such custody or control.

Events of Default Defined. Any of the following events shall constitute an “Event of Default” under a Property Schedulethis Agreement: (a) Failure by Lessee to (i) pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto at under this Agreement within 10 days after the time date when due as specified thereinherein or (ii) maintain insurance as required herein; (b) Failure by Lessee to observe and perform any covenant, condition or agreement contained in this Agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph (a) above, for a period of thirty (30) 30 days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule this Agreement or its execution, delivery or performance shall prove to have been false, incorrect, misleading misleading, or breached in any material respect on the date when made; (d) Any default occurs under any other agreement for borrowing money, lease financing of property or otherwise receiving credit under which Lessee is an obligor, if such default (i) arises under any other agreement for borrowing money, lease financing of property or provision of credit provided by Lessor or any affiliate of Lessor, or (ii) arises under any obligation under which there is outstanding, owing or committed an aggregated amount in excess of $100,000.00; (e) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.,

Events of Default Defined. Any The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean whenever it is used in this Agreement any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents: (a) a. Failure by Lessee the Buyer to timely pay any Lease Payment under the Property Schedule ad valorem real property taxes assessed or other payment required to be paid City charges with respect thereto at to the time specified therein;real property. (b) b. Failure by Lessee of the Buyer to observe and or perform any covenant, condition condition, obligation or agreement on its part to be observed or performed with respect under this Agreement. c. Failure by the Buyer to cause the Property Schedule, other than as referred construction of the Project to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or completed pursuant to the Property Schedule or its executionterms, delivery or performance shall prove to have been falseconditions, incorrect, misleading or breached in land covenants and limitations of this Agreement. d. The holder of any material respect mortgage on the date when made; (d) Lessee shall (i) apply for real property or consent to the appointment of a receiver, trustee, custodian or liquidator of Lesseeany improvements thereon, or any portion thereof, commences foreclosure proceedings as a result of all any default under the applicable mortgage documents. e. If the Buyer shall: i. file any petition in bankruptcy or a substantial part for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended or under any similar federal or state law; or ii. make an assignment for the assets benefit of Lessee, (ii) be unable, fail or its creditors; or iii. admit in writing its inability generally to pay its debts generally as they become due, (iii) make ; or iv. be adjudicated a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, bankrupt or (v) file a voluntary petition in bankruptcy insolvent; or if a petition or an answer seeking proposing the adjudication of the Buyer as bankrupt or its reorganization under any present or an arrangement with creditors or taking advantage of any insolvency law future federal bankruptcy act or any answer admitting the material allegations of a petition similar federal or state law shall be filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a and such petition or appointing answer shall not be discharged or denied within sixty (60) days after the filing thereof; or a receiver, trusteeliquidator or trustee of the Buyer , custodian or liquidator of Lessee or of all the Project, or a substantial part of thereof, shall be appointed in any proceeding brought against the assets of Lessee, in each case without its application, approval or consentBuyer , and shall not be discharged within sixty (60) days after such orderappointment, judgment or decree if the Buyer , shall continue unstayed and consent to or acquiesce in effect for any period of 60 consecutive dayssuch appointment.

Events of Default Defined. Any The following shall be "events of default" under this Agreement and the term "events of default" shall mean, whenever they are used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents: (a) Failure by Lessee the Company to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under subsections (a) and (d) of Section 5.1 hereof which results in failure to pay principal of, premium or interest on or the time specified therein;purchase price of the 2001 Series A Bonds, and such failure shall cause an event of default under the Indenture. (b) Failure by Lessee Company to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) aboveof this Section, for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee Company by LessorIssuer or Trustee, unless Lessor Issuer and Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor Issuer and Trustee will not unreasonably withhold its their consent to an extension of such time if such failure is capable of being cured and corrective action is instituted by Lessee Company within the applicable period and is being diligently pursued until the default is corrected;pursued. (c) Any statementAll bonds outstanding under the First Mortgage Indenture shall, representation if not already due, have become immediately due and payable whether by declaration of the First Mortgage Trustee or warranty made by Lessee in or pursuant to the Property Schedule or its executionotherwise, delivery or performance and such acceleration shall prove to not have been false, incorrect, misleading rescinded or breached in any material respect on annulled by the date when made;First Mortgage Trustee. (d) Lessee An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) apply for relief in respect of Company, or consent to of a substantial part of the property or assets of Company, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian custodian, sequestrator, conservator or liquidator of Lessee, similar official for Company or of all or for a substantial part of the property or assets of Lessee, (ii) be unable, fail Company or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment the winding-up or liquidation of Company; and such proceeding or petition shall continue undismissed or unstayed for the benefit of creditors, (iv) have 90 days or an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree approving or ordering any of the foregoing shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysentered.

Events of Default Defined. Any The following shall be "Events of Default" under this Agreement, and the term "Events of Default" shall mean (except where the context clearly indicates otherwise), whenever such term is used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents: (a) A. Failure by Lessee the County to timely pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified thereinamount due hereunder; (b) B. Failure by Lessee the County to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, under this Agreement for a period of thirty (30) 30 days after written notice notice, except to the extent some other grace period shall be provided in regard to a covenant, specifying such failure and requesting that it be remedied remedied, is given to Lessee the County by Lessorthe Lender, unless Lessor the Lender shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) C. Any statementwarranty, representation or warranty made other statement by Lessee the County or by an officer or agent of the County contained in this Agreement or pursuant in any instrument furnished in compliance with or in reference to the Property Schedule this Agreement is false or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when madeadverse respect; (d) Lessee shall (i) apply D. A petition is filed against the County under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and an order for relief is entered or consent such petition is not dismissed within 60 days of such filing; E. The County files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the appointment filing of a receiver, trustee, custodian any petition against it under such law; F. The County admits insolvency or liquidator of Lessee, bankruptcy or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general or is generally not paying its debts as such debts become due, or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or a custodian (ivincluding without limitation a receiver, liquidator or trustee) have an of the County or any of its property is appointed by court order or takes possession thereof and such order remains in effect or such possession continues for relief entered against it under more than 60 days; or G. Any debt of or assumed by the County (i) is not paid when due nor within any applicable federal bankruptcy lawgrace period in any agreement or instrument relating to such debt, (ii) becomes due and payable before its normal maturity by reason of a default or event of default or acceleration, however described, or (viii) file becomes subject to a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysmoratorium.

Events of Default Defined. Any The following shall be Events of Default under this Agreement and the term Event of Default shall mean, whenever it is used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents: (a) Failure by Lessee to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein; (b) Failure by Lessee Developer to observe and or perform any covenant, condition condition, obligation, or agreement on its part to be observed or performed with respect under this Agreement; or b) The Developer: (i) files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended, or under any similar federal or state law; or (ii) makes an assignment for the benefit of its creditors; or (iii) admits in writing its inability to pay its debts generally as they become due; or (iv) is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the Property Schedule, other than adjudication of the Developer as referred to a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in subparagraph any court and such petition or answer shall not be discharged or denied within ninety (a) above, for a period of thirty (3090) days after written notice specifying the filing thereof; or a receiver, trustee, or liquidator of the Developer or part thereof, shall be appointed in any proceedings brought against the Developer and shall not be discharged within ninety (90) days after such failure and requesting that it be remedied is given to Lessee by Lessorappointment, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, or if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its Developer shall consent to an extension of or acquiesce in such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;appointment; or (c) Any statement, representation or warranty made by Lessee the Developer in this Agreement, or made by the Developer in any written statement or certificate furnished by the Developer pursuant to the Property Schedule or its executionthis Agreement, delivery or performance shall prove to have been false, incorrect, incomplete, or misleading or breached in any material respect on or as of the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail issuance or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceedingmaking thereof; or (ed) An orderAny representation or warranty made by the City in this Agreement shall prove to have been incorrect, judgment incomplete, or decree shall be entered by misleading in any court of competent jurisdiction, approving a petition material respect on or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part as of the assets date of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysthe issuance.

Events of Default Defined. Any of the The following shall constitute be Events of Default under this Agreement: a. Failure to enter into any Collateral Agreement by the Collateral Agreement Deadline or any mutually agreed upon extension or complete any undertaking by the applicable deadline provided herein is an “Event event of Default” default, unless the failure is the result of an event of Force Majeure; b. Any event of default under a Property Schedule:Collateral Agreement; (a) c. Any representation set forth in Article III hereof is determined to be untrue or incorrect; d. Failure by Lessee the Developer, the City or the MRA to pay any Lease Payment under the Property Schedule substantially observe or other payment required to be paid with respect thereto at the time specified therein; (b) Failure by Lessee to observe and perform timely any covenant, condition condition, obligation or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expirationunder this Agreement; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;or e. For Developer to: (c1) Any statementfile any petition in bankruptcy or for any reorganization, representation arrangement, composition, readjustment, liquidation, dissolution, or warranty made by Lessee in similar relief under the United States Bankruptcy Code or pursuant to the Property Schedule under any similar federal or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;state law; or (d2) Lessee shall make an assignment for the benefit of its creditors; or (i3) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts generally as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e4) An order, judgment be adjudicated as bankrupt or decree shall be entered by any court of competent jurisdiction, approving insolvent; or if a petition or appointing answer proposing the adjudication of the Developer as bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee, custodian trustee or liquidator of Lessee the Developer, or of all the Project, or a substantial part of thereof, shall be appointed in any proceeding brought against the assets of Lessee, in each case without its application, approval or consentDeveloper, and shall not be discharged within ninety (90) days after such orderappointment, judgment or decree if the Developer shall continue unstayed and consent to or acquiesce in effect for any period of 60 consecutive dayssuch appointment.

Events of Default Defined. Any acceleration of maturity upon default — waiver of default after acceleration. The following events are hereby defined for all purposes of this Indenture (except where the following shall constitute an “Event term is otherwise defined for specific purposes) as Events of Default” under Default with respect to Debt Securities of a Property Scheduleparticular series, unless it is either inapplicable to a particular series or is specifically deleted or modified as contemplated by Section 2.2 for the Debt Securities of such series, in addition to any other events as may be defined as Events of Default pursuant to Section 2.2 for the Debt Securities of such series: (a) Failure by Lessee of the Company to pay or provide for payment of the principal of or premium, if any, on any Lease Payment under of the Property Schedule or other payment required to be paid with respect thereto Debt Securities of such series, when and as the same shall become due and payable, whether at maturity thereof, by call for redemption, through any mandatory sinking fund, by redemption at the time specified therein;option of the holder of any series of Debt Securities pursuant to the terms of such Debt Security, by declaration of acceleration or otherwise; or (b) Failure by Lessee of the Company to observe pay or provide for payment of any installment of interest on any of the Debt Securities of such series, when and perform any covenantas the same shall become due and payable, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, which failure shall have continued for a period of thirty 30 days; or (30c) Failure of the Company or the Guarantors to perform or observe any other of the covenants or agreements on the part of the Company or the Guarantors in this Indenture or in the Debt Securities of such series (other than a covenant or agreement which has expressly been included in this Indenture solely for the benefit of Debt Securities of any series other than that series or is expressly made inapplicable to the Debt Securities of such series pursuant to Section 2.2) or in the Guarantees, which failure shall have continued for a period of 90 days after written notice by certified or registered mail given to the Company or the Guarantors, as the case may be, by the Trustee hereunder or to the Company and to the Trustee from the holders of not less than 25% of the aggregate principal amount of Debt Securities then Outstanding of such series under this Indenture specifying such Event of Default or failure and requesting that it be remedied and stating that such notice is given to Lessee by Lessor, unless Lessor shall agree in writing to a notice of an extension of such time prior to its expiration; provided thatevent which, if the failure stated in the notice cannot be corrected within the applicable periodcontinued for 90 days after such written notice, Lessor will not unreasonably withhold its consent to become an extension Event of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when madeDefault; (d) Lessee shall (i) apply for The institution by the Company of proceedings to be adjudicated a 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 relief under any Bankruptcy Law or the consent by it to the institution of proceedings thereunder or consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, custodian custodian, sequestrator (or liquidator other similar official) of Lessee, the Company or of all or a any substantial part of its property, or the assets making by the Company of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general an assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition the admission by the Company in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage writing of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; orits inability to pay its debts generally as they become due; (e) An orderThe entry of a decree or order by a court having jurisdiction for relief in respect of the Company, judgment or decree shall be entered by any court of competent jurisdictionadjudging the Company a bankruptcy or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any Bankruptcy Law or appointing a receiver, liquidator, assignee, trustee, custodian sequestrator (or liquidator other similar official) of Lessee the Company or of all or a any substantial part of its property, or ordering the assets winding-up or liquidation of Lessee, in each case without its application, approval or consentaffairs, and the continuance of any such order, judgment decree or decree shall continue order unstayed and in effect for any a period of 60 90 consecutive days; or (f) any Guarantee of any Guarantor that is a Significant Subsidiary shall for any reason cease to be, or be asserted in writing by any such Guarantor thereof or the Company not to be, in full force and effect and enforceable in accordance with its terms (other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture), provided, however, that if the Company or any such Guarantor asserts in writing that any such Guarantee is not in full force and effect and enforceable in accordance with its terms, such assertion shall not constitute an Event of Default for purposes of this subsection (f) if (i) such written assertion is accompanied by an Opinion of Counsel to the effect that, as a matter of law, the defect or defects rendering such Guarantee unenforceable can be remedied within 10 days of the date of such assertion, (ii) the Company or such Guarantor delivers an Officers’ Certificate to the effect that the Company or such Guarantor represents that such defect or defects shall be so remedied within such 10-day period, and (iii) such defect or defects are in fact so remedied within such 10-day period: and provided, further, that notwithstanding anything to the contrary in this subsection (f), any reduction in the maximum amount of any such Guarantee in accordance with Article V shall not be an Event of Default hereunder. If one or more Events of Default shall occur and be continuing with respect to Debt Securities then Outstanding of any series, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the holders of not less than 25% in aggregate principal amount of the Debt Securities then Outstanding of such series, by notice in writing to the Company and to the Trustee, may declare the principal amount (or, if the Debt Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of the Debt Securities of such series) of all Debt Securities of such series and/or such other amount or amounts as the Debt Securities or supplemental indenture with respect to such series may provide, if not already due and payable, to be immediately due and payable; and upon any such declaration all Debt Securities of such series shall become and be immediately due and payable, anything in this Indenture or in any of the Debt Securities of such series contained to the contrary notwithstanding. This provision, however, is subject to the condition that if, at any time after the principal of (and/or such other specified amount on) the Debt Securities of such series shall so become due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Debt Securities of such series and the principal of (and/or such other specified amount) and premium, if any, on any and all Debt Securities of such series which shall have become due otherwise than by acceleration, with interest on such principal (and/or such other specified amount) and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, at the rate specified in the Debt Securities of such series (or, if no such rate is specified, at the rate borne by the Debt Securities of such series), to the date of such payment or deposit, and the reasonable compensation and expenses of the Trustee, and any and all defaults under this Indenture with respect to the Debt Securities of such series, other than the nonpayment of principal of (and/or such other specified amount) or premium, if any, and accrued interest on Debt Securities of such series which shall have become due by acceleration, shall have been remedied, then and in every such case the Trustee shall, upon written request or consent of the holders of a majority in aggregate principal amount of the Debt Securities then Outstanding of such series delivered to the Company and to the Trustee, waive such default and its consequences and rescind or annul such declaration and its consequences, but no such waiver, rescission or annulment shall extend to or affect any subsequent default, or impair any right consequent thereon. For all purposes under this Indenture, if the portion of the principal amount as may be specified in the terms of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, payment of such portion of the principal amount thereof, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Events of Default Defined. Any For the purpose of this Indenture, the following shall constitute an “Event of Default” under a Property Schedule:following (a) Failure by Lessee to pay default in the due and punctual payment of any Lease Payment under interest on any Note when the Property Schedule or other same becomes due and payable, and such default shall continue for a period of five (5) days; provided, however, that a default in the due and punctual payment required to of any interest on any Class B Note shall not be paid with respect thereto at the time specified thereinan Event of Default if any Class A Notes are Outstanding; (b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated default in the notice cannot be corrected within due and punctual payment of the applicable period, Lessor will not unreasonably withhold its consent to an extension principal of such time if corrective action is instituted by Lessee within any Note when the applicable period same becomes due and diligently pursued until payable on the default is correctedrelated Note Final Maturity Date; (c) Any statementdefault in the performance or observance of any other of the covenants, representation agreements or warranty made by Lessee conditions on the part of the Authority to be kept, observed and performed contained in this Indenture or pursuant in the Notes, and continuation of such default for a period of 90 days after written notice thereof to the Property Schedule Authority by the Trustee (to the extent a Responsible Officer of the Trustee has actual knowledge or its executionhas received written notice thereof), delivery or performance shall prove such later time if diligent care to have been false, incorrect, misleading or breached in any material respect on cure such default is being pursued by the date when made;Authority and a remedy cannot reasonably be effected within 90 days; and (d) Lessee shall (i) apply for or consent the occurrence of an Event of Bankruptcy in respect of the Authority. Any notice herein provided to be given to the appointment of a receiverAuthority with respect to any default shall be deemed sufficiently given if sent by registered mail with postage prepaid to the Authorized Representative to be notified, trustee, custodian addressed to such Authorized Representative at the post office address as shown in Section 9.01 hereof or liquidator of Lessee, or of all or a substantial part such other address as may hereafter be given as the Principal Office of the assets of Lessee, (ii) be unable, fail or admit Authority in writing to the Trustee by an Authorized Representative. The Trustee may give any such notice in its inability generally discretion and shall give such notice if requested to do so in writing by the Noteholders of at least a majority of the Outstanding Amount of the Highest Priority Notes. Notwithstanding anything to the contrary contained herein, in no event shall there be an Event of Default as a result of there being insufficient Available Funds in the Collection Fund to pay its debts as they become due, (iii) make the principal on any Monthly Distribution Date other than a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysNote Final Maturity Date.

Events of Default Defined. Any one of the following shall constitute be an “Event of Default” under a Property Schedulethis Agreement: (a) Failure by Lessee the Borrower/Grantee to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under this Agreement on the time specified thereindate on which it is due and payable; (b) Failure by Lessee the Borrower/Grantee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, under this Agreement for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee the Borrower/Grantee by Lessor, the Lender/Grantor unless Lessor the Lender/Grantor shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice can be wholly cured within a period of time not materially detrimental to the rights of the Lender/Grantor but cannot be corrected cured within the applicable thirty (30) day period, Lessor the Lender/Grantor will not unreasonably withhold its their consent to an extension of such time if corrective action is instituted by Lessee the Borrower/Grantee within the applicable period and diligently pursued until the default failure is corrected;; and provided, further, that if by reason of force majeure the Borrower/Grantee is unable to carry out the agreements on its part herein contained, the Borrower/Grantee shall not be deemed in default under this paragraph 10.1(b) during the continuance of such inability (but force majeure shall not excuse any other Event of Default); or (c) Any statementwarranty, representation or warranty made other statement by Lessee or on behalf of the Borrower/Grantee contained in this Agreement or pursuant in any instrument furnished in compliance with or in reference to the Property Schedule this Agreement is false or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when maderespect; (d) Lessee A petition is filed against the Borrower/Grantee under any bankruptcy, moratorium, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within thirty (30) days after such filing, but the Finance Authority shall (i) apply for or consent have the right to intervene in the proceedings prior to the appointment expiration of such thirty (30) days to protect their interests; (e) The Borrower/Grantee files a receiverpetition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, trusteemoratorium, custodian reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidator liquidation law of Lesseeany jurisdiction, whether now or hereafter in effect, or consents to the filing of all any petition against it under any such law; or (f) The Borrower/Grantee admits insolvency or a substantial part of the assets of Lessee, (ii) be unable, fail bankruptcy or admit in writing its inability generally to pay its debts as they become due or is generally not paying its debts as such debts become due, (iii) make a general or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcycustodian (including, reorganization or insolvency proceeding; or (e) An orderwithout limitation, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, liquidator or trustee, custodian or liquidator of Lessee or of all or a substantial part ) of the assets Borrower/Grantee for any of Lessee, in each case without its application, approval property is appointed by court order or consent, takes possession thereof and such order, judgment or decree shall continue unstayed and order remains in effect or such possession continues for more than thirty (30) days, but the Finance Authority shall have the right to intervene in the proceedings prior to the expiration of such thirty (30) days to protect their interests. (g) Default by the Borrower/Grantee in performance or observance of any period covenant contained in any other loan agreement, document or instrument of 60 consecutive daysany type whatsoever evidencing or securing obligations of the Borrower/Grantee to the Finance Authority.

Events of Default Defined. Any of the following shall constitute an “"Event of Default” " under a Property Schedule: (a) Failure by Lessee to pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein; (b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee the Parties in or pursuant to the Property Schedule or its execution, delivery or performance shall prove proven to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.

Events of Default Defined. Any of the The following shall each constitute an “Event of Default” under a Property Schedulehereunder: (a) Failure by Lessee the failure of the Company to pay make any Lease Payment under the Property Schedule payment of principal of or other payment required to be paid with respect thereto at the time specified thereininterest on this Note when due; (b) Failure by Lessee to observe and perform any covenantthe Company shall, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian or liquidator of Lessee, itself or of all or a substantial part of the assets of Lesseeits property, (ii) be unableunable to, fail or admit in writing its inability generally to inability, pay its debts generally as they become duemature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) have be dissolved or liquidated, (v) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an order for relief entered involuntary case or other proceeding commenced against it under applicable federal bankruptcy lawit, or (vvi) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage take any action for the purpose of effecting any insolvency law or any answer admitting of the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; orforegoing; (ec) An order, judgment or decree shall be entered by any court proceedings for the appointment of competent jurisdiction, approving a petition or appointing a receiver, trustee, liquidator or custodian or liquidator of Lessee the Company or of all or a substantial part of the assets property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within 90 days of Lesseecommencement; (d) any representation, warranty or certification made herein or pursuant hereto (or in each case without any modification or supplement hereto) or under the Subscription Agreement by the Company was not true or correct in any material respect when made; (e) the Company shall default in the performance of any of its applicationobligations under, approval or consentshall otherwise breach, any covenant in any agreement or instrument for borrowed money in an aggregate amount in excess of $500,000, the effect of which causes or permits any holder or holders of such agreement or instrument to cause such borrowed money to be declared due and payable prior to its stated maturity and such order, judgment holder or decree holders in fact declare such money due and payable; and (f) one or more judgments for the payment of money in any aggregate amount in excess of $500,000 (to the extent not covered by insurance) shall continue unstayed be rendered against the Company and in effect the same shall remain undischarged for any a period of 60 consecutive days90 days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Company to enforce such judgment.

Events of Default Defined. Any The entire unpaid principal amount of this Note, together with interest thereon shall, on written notice to the Company given by the Holders of this Note, forthwith become and be due and payable if any one or more the following events (“Events of Default”) shall constitute an “have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or be affected or come about by operation of law pursuant to or in compliance with any judgment, decree, or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing. An Event of Default” under a Property ScheduleDefault shall occur: (ai) Failure by Lessee to pay any Lease Payment under if failure shall be made in the Property Schedule or other payment required to be paid with respect thereto at of the time specified therein; (b) Failure by Lessee to observe principal when and perform any covenant, condition or agreement on its part to be observed or performed with respect to as the Property Schedule, other than as referred to in subparagraph (a) above, same shall become due and such failure shall continue for a period of five (5) business days after such payment is due; or (ii) if failure shall be made in the payment of any installment of interest any of the Notes when and as the same shall become due and payable whether at maturity or otherwise and such failure shall continue for ten (10) days after the date such payment is due; or (iii) if the Company shall violate or breach any of the representations, warranties and covenants contained in the Note and such violation or breach shall continue for thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expirationbreach shall been received by the Company from the holder of the Note; provided that, or (iv) if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance Company shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian trustee or liquidator of Lessee, itself or of all or a substantial part of the assets of Lesseeits property, (ii) be unable, fail or shall admit in writing its inability generally to pay its debts generally as they become due, (iii) or shall make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) shall file a voluntary petition in bankruptcy or a petition bankruptcy, or an answer seeking reorganization in a proceeding under any bankruptcy law (as now or hereafter in effect) or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee the Company, in any bankruptcysuch proceeding, or shall by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy or other similar law providing for the reorganization or insolvency proceedingwinding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, or shall, in a petition in bankruptcy filed against it or them be adjudicated a bankrupt, or the Company or their directors or a majority of its stockholders shall vote to dissolve or liquidate the Company other than a liquidation involving a transfer of assets from a Subsidiary to the Company; or (ev) An if an involuntary petition shall be filed against the Company seeking relief against the Company under any now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, and such petition shall not be vacated or set aside within ninety (90) days from the filing thereof; or (vi) if a court of competent jurisdiction shall enter an order, judgment or decree shall be entered by any court appointing, without consent of competent jurisdictionthe Company, approving a petition or appointing a receiver, trustee, custodian trustee or liquidator of Lessee the Company, or of all or a any substantial part of the assets property of Lesseethe Company, in each case without its applicationor approving a petition filed against the Company or any Material Subsidiary seeking a reorganization or arrangement of the Company or any Material Subsidiary under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, approval or consent, any substantial part of the property of the Company shall be sequestered; and such order, judgment or decree shall continue unstayed and in effect for any period not be vacated or set aside within ninety (90) days from the date of 60 consecutive daysthe entry thereof.

Events of Default Defined. Any of the following events shall constitute an “Event of Default” under a Property Schedulethis Agreement: (a) Failure by Lessee to (i) pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto at under this Agreement within 10 days of the time date when due as specified thereinherein or (ii) maintain insurance as required herein; (b) Failure by Lessee to observe and perform any covenant, condition or agreement contained in this Agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph (a) above, for a period of thirty (30) 30 days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule this Agreement or its execution, delivery or performance shall prove to have been false, incorrect, misleading misleading, or breached in any material respect on the date when made; (d) Any default occurs under any other agreement for borrowing money, lease financing of property or otherwise receiving credit under which Lessee is an obligor, if such default (i) arises under any other agreement for borrowing money, lease financing of property or provision of credit provided by Lessor or any affiliate of Lessor, or (ii) arises under any obligation under which there is outstanding, owing or committed an aggregated amount in excess of $100,000.00; (e) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.,

Events of Default Defined. Any The entire unpaid principal amount of this Note, together with interest thereon shall forthwith become and be due and payable if any one or more the following events (“Events of Default”) shall constitute an “have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or be affected or come about by operation of law pursuant to or in compliance with any judgment, decree, or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing. An Event of Default” under a Property ScheduleDefault shall occur: (ai) Failure by Lessee to pay if failure shall be made in the payment of the principal of this Note or in the payment of any Lease Payment under installment of interest on this Note when and as the Property Schedule or other payment required to be paid with respect thereto at the time specified therein; (b) Failure by Lessee to observe same shall become due and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, such failure shall continue for a period of thirty five (305) days after written notice specifying such failure and requesting that it be remedied payment is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expirationdue; provided that, or (ii) if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance Company shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian trustee or liquidator of Lessee, itself or of all or a substantial part of the assets of Lesseeits property, (ii) be unable, fail or shall admit in writing its inability generally to pay its debts generally as they become due, (iii) or shall make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) shall file a voluntary petition in bankruptcy or a petition bankruptcy, or an answer seeking reorganization in a proceeding under any bankruptcy law (as now or hereafter in effect) or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee the Company in any bankruptcysuch proceeding, or shall by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy or other similar law providing for the reorganization or insolvency proceedingwinding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, or shall, in a petition in bankruptcy filed against it or them be adjudicated a bankrupt, or the Company or its directors or a majority of its stockholders shall vote to dissolve or liquidate the Company; or (eiii) An if an involuntary petition shall be filed against the Company seeking relief against the Company under any now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, and such petition shall not be stayed or vacated or set aside within ninety (90) days from the filing thereof; or (iv) if a court of competent jurisdiction shall enter an order, judgment or decree shall be entered by any court appointing, without consent of competent jurisdictionthe Company, approving a petition or appointing a receiver, trustee, custodian trustee or liquidator of Lessee the Company or of all or a any substantial part of the assets property of Lesseethe Company, in each case without its applicationor approving a petition filed against the Company seeking a reorganization or arrangement of the Company under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, approval or consent, any substantial part of the property of the Company shall be sequestered; and such order, judgment or decree shall continue unstayed not be stayed or vacated or set aside within ninety (90) days from the date of the entry thereof. (v) In addition to any other remedies, the Holder shall have the right (but not the obligation) to convert this Note at any time after (x) an Event of Default or (y) the Maturity Date at the conversion price then in-effect. The Holder need not provide and in effect for the Company hereby waives any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of 60 consecutive daysits rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by ▇▇▇▇▇▇ at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

Events of Default Defined. Any The following shall be “events of default” under this Installment Sale Agreement and the terms “events of default” and “default” shall mean, whenever they are used in this Installment Sale Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents: (a) Failure by Lessee the District to pay any Lease Installment Payment under by the Property Schedule Installment Payment Date or failure to make any other payment required to be paid with respect thereto hereunder at the time specified therein;herein; or (b) Failure by Lessee the District to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to in this Installment Sale Agreement or the Property ScheduleTrust Agreement, other than as referred to in subparagraph clause (a) aboveof this Section 7.01, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is has been given to Lessee the District by Lessorthe Authority, unless Lessor shall agree the Trust Administrator or the Owners of not less than twenty-five percent (25%) in writing to an extension aggregate principal amount of such time prior to its expirationCertificates then Outstanding; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will the Authority, the Trust Administrator or such Owners, as applicable, shall not unreasonably withhold its their consent to an extension of such time if corrective action is instituted by Lessee the District within the applicable period and diligently pursued until the default is corrected;; or (c) Any statementThe filing by the District of a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, representation or warranty made the approval by Lessee in a court of competent jurisdiction of a petition filed with or pursuant to without the Property Schedule consent of the District seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction assumes custody or control of the District or of the whole or any substantial part of its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;property; or (d) Lessee An event of default shall (i) apply for or consent have occurred and be continuing with respect to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.Parity

Events of Default Defined. Any The entire unpaid Principal Amount of this Note, together with interest thereon shall, on written notice to the Company given by the Holder of this Note, forthwith become and be due and payable without presentment, demand, protest or any other action nor obligation of the Holder of any kind, all of which are hereby expressly waived, if any one or more the following events (“Events of Default”) shall constitute an “have occurred and be continuing; provided, however, that no notice shall be required and this Note shall automatically become due and payable if any of the events described in Article 2(a)(iii) through (vi) occurs. An Event of Default” under a Property ScheduleDefault shall occur: (ai) Failure by Lessee if failure shall be made in the payment of the Principal Amount or any interest under or on this Note when, as and in the manner (i.e., cash or Common Stock) as the same shall become due pursuant to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein;terms hereof; or (bii) Failure by Lessee if the Company shall violate or breach to observe a material extent any of the representations, warranties and perform any covenant, condition covenants contained in this Note or agreement on its part to be observed the Security Agreement and such violation or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, breach shall continue for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expirationbreach shall been received by the Company from the Holder; provided that, or (iii) if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance Company shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian trustee or liquidator of Lessee, itself or of all or a substantial part of the assets of Lesseeits property, (ii) be unable, fail or shall admit in writing its inability generally to pay its debts generally as they become due, (iii) or shall make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) shall file a voluntary petition in bankruptcy or a petition bankruptcy, or an answer seeking reorganization in a proceeding under any bankruptcy law (as now or hereafter in effect) or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee the Company in any bankruptcysuch proceeding, or shall by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy or other similar law providing for the reorganization or insolvency proceedingwinding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, or shall, in a petition in bankruptcy filed against it or them be adjudicated a bankrupt, or the Company or its board of directors or a majority of its stockholders shall vote to dissolve or liquidate the Company; or (eiv) An if an involuntary petition shall be filed against the Company seeking relief against the Company under any now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, and such petition shall not be vacated or set aside within ninety (90) days from the filing thereof; or (v) if a court of competent jurisdiction shall enter an order, judgment or decree shall be entered by any court (not subject to appeal) appointing, without consent of competent jurisdictionthe Company, approving a petition or appointing a receiver, trustee, custodian trustee or liquidator of Lessee the Company, or of all or a any substantial part of the assets property of Lesseethe Company, in each case without its applicationor approving a petition filed against the Company seeking a reorganization or arrangement of the Company under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, approval or consent, any substantial part of the property of the Company shall be sequestered; and such order, judgment or decree shall continue unstayed not be vacated or set aside within ninety (90) days from the date of the entry thereof; or (vi) if, under the provisions of any law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Company or of all or any substantial part of the property of the Company and in effect for any period such custody or control shall not be terminated within ninety (90) days from the date of 60 consecutive daysassumption of such custody or control.

Events of Default Defined. Any The following shall be “events of default” for the purposes of this Lease Agreement and the terms “events of default” and “default” means, whenever they are used in this Lease Agreement, with respect to the Leased Property, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents: (ai) Failure Except when not paid due to the Lessee not having lawfully available funds budgeted therefor, failure by the Lessee to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto hereunder at the time specified therein;herein, and the continuation of such failure for a period of five days. (bii) Failure by the Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect pursuant to the Property ScheduleTrust Agreement or this Lease Agreement, other than as referred to in subparagraph clause (ai) aboveof this Section, for a period of thirty (30) 30 days after written notice specifying such failure and requesting that it be remedied is has been given to the Lessee by the Lessor, unless Lessor shall agree the Owners of not less than five percent in writing to an extension of such time prior to its expirationaggregate principal amount evidenced by Certificates then Outstanding; provided thatprovided, however, if the failure stated in the notice cancan be corrected, but not be corrected within the applicable period, none of the Lessor will not or such Owners shall unreasonably withhold its their consent to an extension of such time if corrective action is instituted by the Lessee within the applicable period and diligently pursued until the default is corrected;. (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make The filing by the Lessee of a general voluntary petition in bankruptcy, or failure by the Lessee promptly to lift any execution, garnishment or attachment, or adjudication of the Lessee as a bankrupt, or assignment by the Lessee for the benefit of creditors, (iv) have or the entry by the Lessee into an order for relief entered against it under applicable federal bankruptcy lawagreement of composition with creditors, or (v) file the approval by a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage court of any insolvency law or any answer admitting the material allegations competent jurisdiction of a petition filed against applicable to the Lessee in any bankruptcyproceedings instituted pursuant to the provisions of the federal bankruptcy statute, reorganization as amended, or insolvency proceedingpursuant to any similar acts that may hereafter be enacted. Notwithstanding the foregoing, if, by reason of force majeure, the Lessee is unable to perform or observe any agreement, term or condition of this Lease Agreement, other than any obligation to make Lease Payments or Additional Rent required pursuant to this Lease Agreement and to comply with Section 2.3 hereof, the Lessee shall not be deemed in default during the continuance of such inability. However, the Lessee shall promptly give notice to the Lessor of the existence of any event of force majeure and shall use its best efforts to remove the effects thereof; or (e) An order, judgment provided that the settlement of strike or decree labor disturbances shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of entirely within the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days’s discretion.

Events of Default Defined. Any The following shall be "events of default" under this Agreement and the term "events of default" shall mean, whenever they are used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents: (a) Failure by Lessee the Company to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under subsections (a) and (e) of Section 5.1 hereof which results in failure to pay principal of, premium or interest on or the time specified therein;purchase price of the 2007 Series A Bonds, and such failure shall cause an event of default under the Indenture. (b) Failure by Lessee Company to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) aboveof this Section, for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee Company by LessorIssuer or Trustee, unless Lessor Issuer and Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor Issuer and Trustee will not unreasonably withhold its their consent to an extension of such time if such failure is capable of being cured and corrective action is instituted by Lessee Company within the applicable period and is being diligently pursued until the default is corrected;pursued. (c) Any statementAn involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Company, representation or warranty made by Lessee in of a substantial part of the property or pursuant to assets of Company, under Title 11 of the Property Schedule United States Code, as now constituted or its executionhereafter amended, delivery or performance any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Company or for a substantial part of the property or assets of Company or (iii) the winding-up or liquidation of Company; and such proceeding or petition shall prove to have been false, incorrect, misleading continue undismissed or breached in unstayed for 90 days or an order or decree approving or ordering any material respect on of the date when made;foregoing shall be entered. (d) Lessee Company shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (d) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian custodian, sequestrator, conservator or liquidator of Lessee, similar official for Company or of all or for a substantial part of the property or assets of LesseeCompany, (iiiv) be unable, fail or admit file an answer admitting the material allegations of a petition filed against it in writing its inability generally to pay its debts as they become dueany such proceeding, (iiiv) make a general assignment for the benefit of creditors, (ivvi) have an order for relief entered against it under applicable federal bankruptcy lawbecome unable, admit in writing its inability or fail generally to pay its debts as they become due or (vvii) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage take any action for the purpose of effecting any insolvency law or any answer admitting of the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; orforegoing. (e) An order, judgment or decree shall be entered by any court The occurrence of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator an Event of Lessee or of all or a substantial part of Default under the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysIndenture.

Events of Default Defined. Any of the The following shall each constitute an “"Event of Default” under a Property Schedule" hereunder: (a) Failure by Lessee the failure of the Company to pay make any Lease Payment under the Property Schedule payment of (i) principal of this Note when due and payable and such failure shall continue for five (5) or other payment required to be paid with respect thereto at the time specified thereinmore days; and (ii) interest on this Note when due and payable and such failure shall continue for thirty (30) or more days; (b) Failure by Lessee the failure of the Company to observe and or perform any covenantcovenant in this Note or in the Subscription Agreement, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, and such failure shall have continued unremedied for a period of thirty sixty (3060) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; as provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension last paragraph of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is correctedthis Section 5; (c) Any statementa default occurs (after giving effect to any applicable grace periods or any extension of any maturity date) in the payment when due of principal of, representation or warranty made an acceleration of, any indebtedness for money borrowed by Lessee in the Company or pursuant any of its Subsidiaries (other than an Unrestricted Subsidiary (as defined below) which is not a Significant Subsidiary (as defined below) and provided there is no recourse against the Company or any other Subsidiary with respect to the Property Schedule obligations of such Unrestricted Subsidiary arising as a result of such default) in excess of $2 million, individually or its executionin the aggregate, delivery if such indebtedness is not discharged, or performance shall prove to have been falsesuch acceleration is not annulled, incorrect, misleading or breached within 30 days after written notice as provided in any material respect on the date when madelast paragraph of this Section 5; (d) Lessee shall the Company or any of its Significant Subsidiaries, pursuant to or within the meaning of any Bankruptcy Law: (i) apply commences a voluntary case, (ii) consents to the entry of an order for or consent relief against it in an involuntary case, (iii) consents to the appointment of a receiver, trustee, custodian Custodian of it or liquidator of Lessee, or of for all or a substantial part substantially all of the assets of Lesseeits property, and such Custodian is not discharged within 30 days, (iiiv) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make makes a general assignment for the benefit of its creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or or (v) file a voluntary petition admits in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting writing that it is generally unable to pay its debts as the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; orsame become due; (e) An order, judgment or decree shall be entered by any a court of competent jurisdiction, approving jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief in any involuntary case against the Company or any Significant Subsidiary, (ii) appoints a petition Custodian of the Company or appointing a receiver, trustee, custodian any Significant Subsidiary or liquidator of Lessee or of for all or a substantial part substantially all of the assets property of Lesseethe Company or any Significant Subsidiary, or (iii) orders the liquidation of the Company or any Significant Subsidiary, and, in each case without its applicationcase, approval or consent, and such order, judgment the order or decree shall continue remains unstayed and in effect for any period of 60 consecutive days.

Events of Default Defined. Any The following shall be "Events of Default" under this Agreement and the term "Events of Default" shall mean, whenever they are used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents: (a) Failure by Lessee the Company to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under subsections (a) and (e) of Section 5.1 hereof which results in failure to pay principal of, premium or interest on or the time specified therein;purchase price of the 2007 Series A Bonds, and such failure shall cause an Event of Default under the Indenture. (b) Failure by Lessee Company to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) aboveof this Section, for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee Company by LessorIssuer or Trustee, unless Lessor Issuer and Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor Issuer and Trustee will not unreasonably withhold its their consent to an extension of such time if such failure is capable of being cured and corrective action is instituted by Lessee Company within the applicable period and is being diligently pursued until the default is corrected;pursued. (c) Any statementAn involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Company, representation or warranty made by Lessee in of a substantial part of the property or pursuant to assets of Company, under Title 11 of the Property Schedule United States Code, as now constituted or its executionhereafter amended, delivery or performance any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Company or for a substantial part of the property or assets of Company or (iii) the winding-up or liquidation of Company; and such proceeding or petition shall prove to have been false, incorrect, misleading continue undismissed or breached in unstayed for 90 days or an order or decree approving or ordering any material respect on of the date when made;foregoing shall be entered. (d) Lessee Company shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (d) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian custodian, sequestrator, conservator or liquidator of Lessee, similar official for Company or of all or for a substantial part of the property or assets of LesseeCompany, (iiiv) be unable, fail or admit file an answer admitting the material allegations of a petition filed against it in writing its inability generally to pay its debts as they become dueany such proceeding, (iiiv) make a general assignment for the benefit of creditors, (ivvi) have an order for relief entered against it under applicable federal bankruptcy lawbecome unable, admit in writing its inability or fail generally to pay its debts as they become due or (vvii) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage take any action for the purpose of effecting any insolvency law or any answer admitting of the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; orforegoing. (e) An order, judgment or decree shall be entered by any court The occurrence of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator an Event of Lessee or of all or a substantial part of Default under the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysIndenture.

Events of Default Defined. Any of the The following shall constitute be an “Event of Default” under a Property Schedule: (a) Failure this Ground Lease: failure by Lessee to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein; (b) Failure by Lessee Authority to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) abovehereunder, for a period of thirty ninety (3090) days after written notice notice, specifying such failure and requesting that it be remedied is remedied, has been given to Lessee the Authority and the Trustee by Lessorthe Board, unless Lessor the Board shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, that if the failure stated in the notice cannot be corrected within the applicable period, Lessor will the Board shall not unreasonably withhold its consent to an extension of such time if corrective action is shall be instituted by Lessee the Authority or the Trustee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant corrected.‌ The foregoing provisions of this Section are subject to the Property Schedule following limitations: if, by reason of force majeure, the Authority shall be unable in whole or in part to carry out any agreement on its executionpart herein contained, delivery the Authority shall not be deemed in default during the continuance of such inability. The Authority agrees, however, to remedy with all reasonable dispatch the cause or performance causes preventing the Authority from carrying out its agreement; provided, however, that the settlement of strikes, lockout and other industrial disturbances shall prove be entirely within the discretion of the Authority, and the Authority shall not be required to have been falsemake settlement of strikes, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent lockouts and other industrial disturbances by acceding to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part demands of the assets opposing party or parties when such course is in the judgment of Lessee, (ii) be unable, fail or admit in writing its inability generally the Authority unfavorable to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage Authority. A copy of any insolvency law or any answer admitting Notice required by this Section shall also be provided to the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysTrustee.

Events of Default Defined. Any The following shall be Events of Default hereunder and the term Event of Default shall mean, whenever it is used herein, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents: (a) Failure by Lessee the Company to pay make any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at under Section 5.3 on or before the time specified therein;date that the payment is due and continuance of such failure for ten Business Days after receipt of notice of such failure from the Trustee. (b) Failure by Lessee the Company to observe and perform any other covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, under this Agreement (other than as referred to in subparagraph subsection (a) aboveof this Section), for a period of thirty ninety (3090) days after written notice notice, specifying such failure and requesting that it be remedied is remedied, shall be given to Lessee the Company by Lessorthe Trustee, unless Lessor the Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected remedied within the applicable period, Lessor the Board and the Trustee will not unreasonably withhold its their consent to an extension of such time if it is possible to correct such failure and corrective action is instituted by Lessee the Company within the applicable period and diligently pursued until the default is corrected; (c) Any statementwarranty, representation or warranty made other statement by Lessee or on behalf of the Company contained in this Agreement, or pursuant any instrument furnished in compliance with or in reference to this Agreement or the Property Schedule Indenture, is false or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;respect; or (d) Lessee shall (i) apply for The dissolution or consent to liquidation of the appointment Company or the filing by the Company of a receiver, trustee, custodian or liquidator of Lesseevoluntary petition in bankruptcy, or the commission by the Company of all any act of bankruptcy, or a substantial part adjudication of the assets of LesseeCompany as a bankrupt, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment by the Company for the benefit of its creditors, (iv) have or the entry by the Company into an order for relief entered against it under applicable federal bankruptcy lawagreement of composition with its creditors, or (v) file the approval by a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage court of any insolvency law or any answer admitting the material allegations competent jurisdiction of a petition filed against Lessee applicable to the Company in any bankruptcyproceeding for its reorganization instituted under the provisions of the Federal bankruptcy statutes, reorganization as amended, or insolvency proceeding; or (e) An orderunder any similar act which may hereafter be enacted. The term "dissolution or liquidation of the Company", judgment as used in this subsection, shall not be construed to include the cessation of the corporate existence of the Company resulting from a merger or decree shall be entered by any court consolidation of competent jurisdiction, approving the Company into or with another corporation or a petition dissolution or appointing liquidation of the Company following a receiver, trustee, custodian or liquidator of Lessee or transfer of all or a substantial part substantially all of the its assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysas an entirety.

Events of Default Defined. Any acceleration of maturity upon default -- waiver of default after acceleration. The following events are hereby defined for all purposes of this Indenture (except where the following shall constitute an “Event term is otherwise defined for specific purposes) as Events of Default” under Default with respect to Debt Securities of a Property Scheduleparticular series, unless it is either inapplicable to a particular series or is specifically deleted or modified as contemplated by Section 2.2 for the Debt Securities of such series, in addition to any other events as may be defined as Events of Default pursuant to Section 2.2 for the Debt Securities of such series: (a) Failure by Lessee of the Company to pay or provide for payment of the Principal of, premium, if any, or make-whole amount, if any, on any Lease Payment under of the Property Schedule or other payment required to be paid with respect thereto Debt Securities of such series, when and as the same shall become due and payable, whether at maturity thereof, by call for redemption, through any mandatory sinking fund, by redemption at the time specified therein;option of the Holder of any series of Debt Securities pursuant to the terms of such Debt Security, by declaration of acceleration or otherwise; or (b) Failure by Lessee of the Company to observe pay or provide for payment of any installment of interest on any of the Debt Securities of such series, when and perform any covenantas the same shall become due and payable, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, which failure shall have continued for a period of thirty 30 days; or (30c) Failure of the Company to perform or observe any other of the covenants or agreements on the part of the Company in this Indenture or in the Debt Securities of such series (other than a covenant or agreement which has expressly been included in this Indenture solely for the benefit of Debt Securities of any series other than that series or is expressly made inapplicable to the Debt Securities of such series pursuant to Section 2.2), which failure shall have continued for a period of 30 days after written notice by certified or registered mail given to the Company by the Trustee hereunder or to the Company and to the Trustee from the Holders of not less than 25% of the aggregate Principal Amount of Debt Securities then Outstanding of such series under this Indenture specifying such Event of Default or failure and requesting that it be remedied and stating that such notice is given to Lessee by Lessor, unless Lessor shall agree in writing to a notice of an extension of such time prior to its expiration; provided thatevent which, if the failure stated in the notice cannot be corrected within the applicable periodcontinued for 60 days after such written notice, Lessor will not unreasonably withhold its consent to become an extension Event of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when madeDefault; (d) Lessee shall The Company or any Significant Subsidiary: (i1) apply commences a voluntary case under any Bankruptcy Law, (2) consents to the entry of an order for or consent relief against it in an involuntary case, (3) consents to the appointment of a receiver, trustee, custodian or liquidator receiver of Lessee, it or of for all or a substantial part substantially all of the assets of Lessee, its property, (ii4) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make makes a general assignment for the benefit of its creditors, or (iv5) have admits in writing to its inability to pay its debts generally as they become due; (e) A court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief entered in an involuntary case against it under applicable federal bankruptcy law, the Company or any Significant Subsidiary; (vii) file appoints a voluntary petition in bankruptcy custodian or a petition receiver of the Company or an answer seeking reorganization any Significant Subsidiary or an arrangement with creditors for all or taking advantage substantially all of the property of any insolvency law or any answer admitting of the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceedingforegoing; or (eiii) An order, judgment orders the liquidation of the Company or any Significant Subsidiaries; (iv) and such order or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue remains unstayed and in effect for 90 consecutive days; (f) The failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated Principal Amount of any indebtedness of the Company or any subsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such subsidiary of notice of any such acceleration) if the aggregate Principal Amount of such indebtedness, together with the Principal Amount of any other such indebtedness in default for failure to pay principal at final stated maturity or which has been accelerated (in each case with respect to which the 30-day period described above has elapsed), aggregates $10.0 million or more at any time; or (g) One or more judgments in an aggregate amount in excess of $10.0 million (net of any amounts covered by insurance as to which the insurer has acknowledged coverage) shall have been rendered against the Company or any of its subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 consecutive daysdays after such judgment or judgments become final and non-appealable. If one or more Events of Default (other than an Event of Default specified in clauses (d) or (e) of the immediately preceding paragraph) shall occur and be continuing with respect to Debt Securities then Outstanding of any series, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% in aggregate Principal Amount of the Debt Securities then Outstanding of such series, by notice in writing to the Company and to the Trustee, may declare the Principal Amount (or, if the Debt Securities of such series are Original Issue Discount Securities, such portion of the Principal Amount as may be specified in the terms of the Debt Securities of such series) of all Debt Securities of such series and/or such other amount or amounts as the Debt Securities or supplemental indenture with respect to such series may provide, if not already due and payable, to be immediately due and payable; and upon any such declaration all Debt Securities of such series shall become and be immediately due and payable, anything in this Indenture or in any of the Debt Securities of such series contained to the contrary notwithstanding; and if an Event of Default specified in clause (d) or (e) of the immediately preceding paragraph shall occur and be continuing with respect to Debt Securities then Outstanding of any series, then all unpaid Principal of (or, if the Debt Securities of such series are Original Issue Discount Securities, such portion of the Principal Amount as may be specified in the terms of the Debt Securities of such series) of all Debt Securities of such series and/or such other amount or amounts as the Debt Securities or supplemental indenture with respect to such series may provide, if not already due and payable, shall ipso facto become and be immediately due and payable (without any declaration or other act on the part of the Trustee or any Holder of such Debt Securities). The provisions of the immediately preceding sentence, however, are subject to the condition that if, at any time after the Principal of (and/or such other specified amount on) the Debt Securities of such series shall so become due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Debt Securities of such series and the Principal of (and/or such other specified amount), premium, if any, and make-whole amount, if any, on any and all Debt Securities of such series which shall have become due otherwise than by acceleration, with interest on such Principal (and/or such other specified amount), premium, if any, and make-whole amount, if any, and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, at the rate specified in the Debt Securities of such series (or, if no such rate is specified, at the rate borne by the Debt Securities of such series), to the date of such payment or deposit, and the compensation and expenses of the Trustee, and any and all defaults under this Indenture with respect to the Debt Securities of such series, other than the nonpayment of Principal of (and/or such other specified amount), premium, if any, or make-whole amount, if any, and accrued interest on Debt Securities of such series which shall have become due by acceleration, shall have been remedied, then and in every such case the Trustee shall, upon written request or consent of the Holders of a majority in aggregate Principal Amount of the Debt Securities then Outstanding of such series delivered to the Company and to the Trustee, waive such default and its consequences and rescind or annul such declaration and its consequences, but no such waiver, rescission or annulment shall extend to or affect any subsequent default, or impair any right consequent thereon. For all purposes under this Indenture, if the portion of the Principal Amount as may be specified in the terms of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, payment of such portion of the Principal Amount thereof, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Events of Default Defined. Any one or more of the following shall constitute events constitutes an “Event of Default” under a Property ScheduleDefault hereunder: (a) Failure by Lessee the District to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto hereunder at the time specified therein;herein or to maintain insurance as specified in Article V. (b) Failure by Lessee the District to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedulehereunder, other than as referred to in subparagraph the preceding clause (a) aboveof this Section, for a period of thirty (30) 30 days after written notice specifying such failure and requesting that it be remedied is has been given to Lessee the District by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided thatthe Bank or the Assignee. However, if in the reasonable opinion of the District the failure stated in the notice cancan be corrected, but not be corrected within the applicable such 30 day period, Lessor will the Bank or the Assignee shall not unreasonably withhold its their consent to an extension of such time (for a period not to exceed 60 days) if corrective action is instituted by Lessee the District within the applicable such 30 day period and diligently pursued until the default is corrected;. (c) Any statementThe filing by the District of a voluntary petition in bankruptcy, representation or warranty made failure by Lessee in or pursuant the District promptly to the Property Schedule or its lift any execution, delivery garnishment or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lesseeattachment, or of all or a substantial part adjudication of the assets of LesseeDistrict as a bankrupt, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment by the District for the benefit of creditors, (iv) have or the entry by the District into an order for relief entered against it under applicable federal bankruptcy lawagreement of composition with creditors, or (v) file the approval by a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage court of any insolvency law or any answer admitting the material allegations competent jurisdiction of a petition filed against Lessee applicable to the District in any bankruptcyproceedings instituted under the provisions of the Federal Bankruptcy Code, reorganization as amended, or insolvency proceeding; orunder any similar acts which may hereafter be enacted. (d) Any representation, warranty or certification made by the District hereunder or in connection herewith shall have been incorrect or misleading when made. (e) An orderAny default occurs under any other agreement for borrowing money or receiving credit under which the District may be obligated as borrower, judgment if such default consists of (i) the failure to pay any amount when due under such agreement or decree (ii) the failure to perform any other obligation thereunder and such failure gives the holder of such agreement the right to accelerate the amounts payable thereunder. (f) The District shall be entered abandon any part of the Facilities or the Property. (g) The assignment or transfer of the District’s interest in this Lease Agreement or the Site Lease or any part thereof without the written consent of the Bank and the Assignee, either voluntarily or by any operation of law or otherwise. (h) Any court of competent jurisdiction, approving jurisdiction shall find or rule that the Site Lease or this Lease Agreement is not a petition valid or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part binding agreement of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysDistrict.

Events of Default Defined. Any The following shall be "events of default" under this Agreement and the terms "event of default" or "default" shall mean, whenever they are used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents: (a) Failure by the Lessee to pay any Lease Payment under or cause to be paid the Property Schedule or other payment rent required to be paid with respect thereto under Section 4.03 hereof at the time times specified therein;, and Lessee further fails to make such payments within ten (10) days of receipt of written notice from Lessor requesting such payments. (b) Failure by the Lessee to observe and perform any covenant, condition or agreement in this Agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) aboveof this Section, for a period of thirty sixty (3060) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to the Lessee by Lessorthe Lessor or the Trustee, unless Lessor shall agree in writing to an extension of such time prior to its expirationif any; provided that, that if the any such failure stated in the notice shall be such that it cannot be corrected within the applicable such sixty (60) day period, Lessor will it shall not unreasonably withhold its consent to constitute an extension event of such time default if corrective action is instituted by the Lessee within the applicable period and diligently pursued until the default is corrected;. (c) Any statementThe dissolution or liquidation of the Lessee or the filing of the Lessee of a voluntary petition in bankruptcy, representation or warranty made failure by the Lessee in or pursuant promptly to the Property Schedule or its institute judicial proceedings to lift any execution, delivery garnishment or performance shall prove attachment of such consequence as will impair its ability to have been false, incorrect, misleading or breached in any material respect carry on its operations at the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of LesseeProject, or the commission by the Lessee of all any act of bankruptcy, or a substantial part adjudication of the assets of LesseeLessee as a bankrupt, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment by the Lessee for the benefit of its creditors, (iv) have or the entry by the Lessee into an order for relief entered against it under applicable federal bankruptcy lawagreement of composition with its creditors, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage the approval by the court of any insolvency law or any answer admitting the material allegations competent jurisdiction of a petition filed against applicable to the Lessee in any bankruptcyproceeding for its reorganization instituted under the provisions of the United States Bankruptcy Code, reorganization as amended, or insolvency proceeding; or (e) An orderunder any similar act which may hereafter be enacted. The term "dissolution or liquidation of the Lessee," as used in this subsection, judgment shall not be construed to include the cessation of the corporate existence of the Lessee resulting either from a merger or decree shall be entered by any court consolidation of competent jurisdiction, approving the Lessee into or with another corporation or a petition dissolution or appointing liquidation of the Lessee following a receiver, trustee, custodian or liquidator of Lessee or transfer of all or a substantial part substantially all of its assets as an entirety, under the assets of Lessee, conditions permitting such actions contained in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysSection 7.03 hereof.

Events of Default Defined. Any The following shall be “events of default” under this Agreement and the term “events of default” shall mean, whenever they are used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents: (a) Failure by Lessee the Company to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under subsections (a) and (d) of Section 5.1 hereof which results in failure to pay principal of, premium or interest on or the time specified therein;purchase price of the 2001 Series B Bonds, and such failure shall cause an event of default under the Indenture. (b) Failure by Lessee Company to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) aboveof this Section, for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee Company by LessorIssuer or Trustee, unless Lessor Issuer and Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor Issuer and Trustee will not unreasonably withhold its their consent to an extension of such time if such failure is capable of being cured and corrective action is instituted by Lessee Company within the applicable period and is being diligently pursued until the default is corrected;pursued. (c) Any statementAll bonds outstanding under the First Mortgage Indenture shall, representation if not already due, have become immediately due and payable whether by declaration of the First Mortgage Trustee or warranty made by Lessee in or pursuant to the Property Schedule or its executionotherwise, delivery or performance and such acceleration shall prove to not have been false, incorrect, misleading rescinded or breached in any material respect on annulled by the date when made;First Mortgage Trustee. (d) Lessee An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) apply for relief in respect of Company, or consent to of a substantial part of the property or assets of Company, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian custodian, sequestrator, conservator or liquidator of Lessee, similar official for Company or of all or for a substantial part of the property or assets of Lessee, (ii) be unable, fail Company or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment the winding-up or liquidation of Company; and such proceeding or petition shall continue undismissed or unstayed for the benefit of creditors, (iv) have 90 days or an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree approving or ordering any of the foregoing shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysentered.

Events of Default Defined. Any The occurrence of any one or more of the following events shall constitute be an “"Event of Default” " under a Property Schedulethis Fee Agreement: (a) Failure by Lessee If the Company or Sponsor Affiliate, as may be applicable, shall fail to pay make any Lease Payment Payment-in-Lieu-of-Taxes, any payment of a FILOT Deficiency Amount or SSRC Deficiency Amount or any other amount required under this Fee Agreement and such failure shall continue for 30 days after receiving written notice of default from the Property Schedule or other payment required to be paid with respect thereto at the time specified therein;County; or (b) Failure by Lessee If the Company or Sponsor Affiliate, as may be applicable, shall fail to observe and or perform any material covenant, condition or agreement on its part required herein to be observed or performed with respect to by the Property Schedule, Company or Sponsor Affiliate (other than as referred to in subparagraph (aSection 9.1(a) abovehereof), and such failure shall continue for a period of thirty (30) 30 days after written notice specifying such failure and requesting that it be remedied is of default has been given to Lessee the Company and Sponsor Affiliate by Lessorthe County, unless Lessor or such additional time as may be reasonably necessary under the particular circumstances so long as the Company or Sponsor Affiliate, as may be applicable, commences to cure such default within such 30-day period and thereafter diligently pursues such cure to completion. If, by reason of "force majeure" as hereinafter defined, the Company or Sponsor Affiliate is unable in whole or in part to carry out any such material covenant, condition or agreement or if it takes longer than 30 days to cure such default and the Company or Sponsor Affiliate, as may be applicable, is diligently attempting to cure such default, there shall agree in writing to an extension be no Event of Default during such time prior to its expiration; provided that, if the failure stated in the notice caninability. The term "force majeure" as used herein shall mean circumstances not be corrected reasonably within the applicable periodcontrol of the Parties, Lessor will not unreasonably withhold its consent to an extension such as, without limitation, acts of such time if corrective action is instituted by Lessee within God, strikes, lockouts or other industrial disturbances; war; acts of public enemies or of terrorists; mobilization or military conscription on a large scale; order of any kind of the applicable period and diligently pursued until government of the default is corrected; (c) Any statement, representation United States or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of LesseeState, or of all any civil or a substantial part of military authority other than the assets of LesseeCounty Council; insurrections; riots; landslides; earthquakes; fires; lightning; storms; droughts; floods; requisitions, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy lawconfiscation, or (v) file a voluntary petition in bankruptcy commandeering of property; fuel restrictions; general shortages of transport, goods, or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceedingenergy; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.

Events of Default Defined. Any one of the following shall constitute be an “Event of Default” Default under a Property Schedulethis Loan Agreement: (a) Failure by Lessee the Governmental Unit to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under this Loan Agreement on the time specified thereindate on which it is due and payable; (b) Failure by Lessee the Governmental Unit to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleunder this Loan Agreement, other than as referred to in subparagraph paragraph (a) above), for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee the Governmental Unit by Lessor, the Finance Authority or the Trustee unless Lessor the Finance Authority and the Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice can be wholly cured within a period of time not materially detrimental to the rights of the Finance Authority or the Trustee but cannot be corrected cured within the applicable thirty (30) day period, Lessor the Finance Authority and the Trustee will not unreasonably withhold its their consent to an extension of such time if corrective action is instituted by Lessee the Governmental Unit within the applicable period and diligently pursued until the default failure is corrected; and provided, further, that if by reason of force majeure the Governmental Unit is unable to carry out the agreements on its part herein contained, the Governmental Unit shall not be deemed in default under this paragraph (b) during the continuance of such inability (but force majeure shall not excuse any other Event of Default); (c) Any statementwarranty, representation or warranty made other statement by Lessee or on behalf of the Governmental Unit contained in this Loan Agreement or pursuant in any instrument furnished in compliance with or in reference to the Property Schedule this Loan Agreement is false or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when maderespect; (d) Lessee A petition is filed against the Governmental Unit under any bankruptcy, moratorium, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within thirty (30) days after such filing, but the Finance Authority and the Trustee shall (i) apply for or consent have the right to intervene in the proceedings prior to the appointment expiration of such thirty (30) days to protect their interests; (e) The Governmental Unit files a receiverpetition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, trusteemoratorium, custodian reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidator liquidation law of Lesseeany jurisdiction, whether now or hereafter in effect, or consents to the filing of all any petition against it under any such law; or (f) The Governmental Unit admits insolvency or a substantial part of the assets of Lessee, (ii) be unable, fail bankruptcy or admit in writing its inability generally to pay its debts as they become due or is generally not paying its debts as such debts become due, (iii) make a general or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcycustodian (including, reorganization or insolvency proceeding; or (e) An orderwithout limitation, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, liquidator or trustee, custodian or liquidator of Lessee or of all or a substantial part ) of the assets Governmental Unit for any of Lessee, in each case without its application, approval property is appointed by court order or consent, takes possession thereof and such order, judgment or decree shall continue unstayed and order remains in effect or such possession continues for any period more than thirty (30) days, but the Finance Authority and the Trustee shall have the right to intervene in the proceedings prior to the expiration of 60 consecutive dayssuch thirty (30) days to protect their interests.

Events of Default Defined. Any (a) Each of the following shall constitute be an “Event of Default” under a Property ScheduleDefault hereunder: (ai) Payment of any installment of interest, principal, or premium, if any, on the Bonds is not made when due and payable; or (ii) An Act of Bankruptcy shall occur; or (iii) Failure by Lessee to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein; (b) Failure by Lessee Issuer to observe and or perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleunder this Indenture, other than as referred to in subparagraph (ai) above, for a period of thirty (30) 30 days after written notice is given to the Issuer, specifying such failure and requesting that it be remedied is given to Lessee remedied, by Lessorthe Trustee; provided, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided thathowever, that if the failure stated in the notice canis such that it can be remedied but not be corrected within the applicable such 30-day period, Lessor will it shall not unreasonably withhold its consent to constitute an extension Event of such time Default if the default, in the judgment of the Trustee in reliance upon advice of counsel, is correctable without material adverse effect on the Bondholders and if corrective action is instituted by Lessee the Issuer within the applicable such period and is diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceedingremedied; or (eiv) An orderThe occurrence of an Event of Default under the Loan Agreement; or (v) Failure by the Issuer to comply with the Act; (b) The Trustee shall promptly notify the Issuer and the Company in writing of the occurrence of any Event of Default after it receives written notice or has actual knowledge of such occurrence. In determining whether a payment default has occurred or whether a payment on the Bonds has been made under this Indenture, judgment or decree no effect shall be entered by given to payments made under the Bond Insurance Policy. The Bond Insurer shall receive immediate notice of any court payment default and notice of competent jurisdiction, approving a petition any other default known to the Trustee or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part the Issuer within 30 days of the assets of Lessee, in each case without its application, approval Trustee’s or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysthe Issuer’s knowledge thereof.

Events of Default Defined. Any of the The following shall each constitute an “Event of Default” under a Property Schedulehereunder: (a) Failure by Lessee the failure of the Company to pay make any Lease Payment under the Property Schedule payment of principal of or other payment required to be paid with respect thereto at the time specified thereininterest on this Note when due; (b) Failure by Lessee to observe and perform any covenantthe Company shall, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian or liquidator of Lessee, itself or of all or a substantial part of the assets of Lesseeits property, (ii) be unableunable to, fail or admit in writing its inability generally to inability, pay its debts generally as they become duemature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) have be dissolved or liquidated, (v) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an order for relief entered involuntary case or other proceeding commenced against it under applicable federal bankruptcy lawit, or (vvi) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage take any action for the purpose of effecting any insolvency law or any answer admitting of the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; orforegoing; (ec) An order, judgment or decree shall be entered by any court proceedings for the appointment of competent jurisdiction, approving a petition or appointing a receiver, trustee, liquidator or custodian or liquidator of Lessee the Company or of all or a substantial part of the assets property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within 90 days of Lesseecommencement; (d) any representation, warranty or certification made herein or pursuant hereto (or in each case any modification or supplement hereto) or under the Registration Rights Agreement or the Subscription Agreement by the Company was not true or correct in any material respect when made; (e) the Company shall Incur any Senior Debt without the prior written approval of the Secured Party; (f) the Company shall default in the performance of any of its applicationobligations under, approval or consentshall otherwise breach, any covenant in any agreement or instrument for borrowed money in an aggregate amount in excess of $500,000, the effect of which causes or permits any holder or holders of such agreement or instrument to cause such borrowed money to be declared due and payable prior to its stated maturity and such order, judgment holder or decree holders in fact declare such money due and payable; and (g) one or more judgments for the payment of money in any aggregate amount in excess of $500,000 (to the extent not covered by insurance) shall continue unstayed be rendered against the Company and in effect the same shall remain undischarged for any a period of 60 consecutive days90 days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Company to enforce such judgment.

Events of Default Defined. Any of the following events shall constitute an “Event of Default” under a Property ScheduleLease: (a) Failure by Lessee to (i) pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto at under such Lease within 10 days after the time date when due as specified thereintherein or (ii) maintain insurance as required under such Lease (including Section 7.02 of this Agreement as incorporated in such Lease); (b) Failure by Lessee to observe and perform any covenant, condition or agreement contained in this Agreement or such Lease on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph (a) above, for a period of thirty (30) 30 days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule this Agreement or any Lease or its execution, delivery or performance shall prove to have been false, incorrect, misleading misleading, or breached in any material respect on the date when made; (d) Any default occurs under any other agreement for borrowing money, lease financing of property or otherwise receiving credit under which Lessee is an obligor, if such default (i) arises under any other agreement for borrowing money, lease financing of property or provision of credit provided by Lessor or any affiliate of Lessor (including, without limitation, the occurrence of any event of default under any other Lease), the obligations of which are payable from Lessee’s General Fund, or (ii) arises under any obligation payable from Lessee’s General Fund under which there is outstanding, owing or committed an aggregate amount in excess of $1,000,000.00; (e) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.,

Events of Default Defined. Any of the (a) The following shall constitute an each be “Event Events of Default” under a Property Schedulethis Lease Agreement: (ai) Failure the failure by Lessee the Sublessee to observe and perform any covenant contained in Sections 1.1(f), 2.1, 2.2, 4.2, 4.5, 4.6, 4.13, 4.15, and Article VI hereof; (ii) the failure by the Sublessee to pay any Lease Payment under the Property Schedule or other payment required cause to be paid with respect thereto at PILOT Payments or the time specified thereinRecapture Benefits, in each case on the dates due; (biii) Failure the occurrence and continuation of a Recapture Event; (iv) any representation or warranty of the Sublessee herein, in any of the Sublessee Documents or in the Project Application Information shall prove to have been false or misleading in any material respect; (v) the failure by Lessee the Sublessee to observe and perform any covenant, condition or agreement hereunder on its part to be observed or performed with respect to the Property Schedule, other than as (except obligations referred to in subparagraph 5.1(a)(i), (aii) above, and (vi)) for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied is remedied, has been given to Lessee the Sublessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is correctedAgency; (cvi) Any statementthe dissolution or liquidation of the Sublessee; or the failure by the Sublessee to release, representation stay, discharge, lift or warranty made by Lessee in or pursuant to the Property Schedule or its bond within thirty (30) days any execution, delivery garnishment, judgment or performance shall prove attachment of such consequence as may impair its ability to have been false, incorrect, misleading carry on its operations; or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to failure by the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability Sublessee generally to pay its debts as they become due, (iii) make a general ; or an assignment by the Sublessee for the benefit of creditors; or the commencement by the Sublessee (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Sublessee (as the debtor), (iv) have an wherein a court having jurisdiction in the premises enters a decree or order for relief entered against it under applicable federal bankruptcy lawthe Sublessee as the debtor, or such case or proceeding is consented to by the Sublessee or remains undismissed for forty (v40) file a voluntary petition in bankruptcy days, or a petition the Sublessee consents to or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting admits the material allegations of a petition filed against Lessee it in any bankruptcy, reorganization such case or insolvency proceeding; oror a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Sublessee for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors; (evii) An orderan Event of Default under the Lease Agreement shall have occurred and be continuing. (b) Notwithstanding the provisions of Section 5.1(a), judgment or decree if by reason of force majeure any party hereto shall be entered unable in whole or in part to carry out its obligations under Sections 4.13 of this Lease Agreement, and if such party shall give notice and full particulars of such force majeure in writing to the other party, within a reasonable time after the occurrence of the event or cause relied upon, such obligations under this Lease Agreement of the party giving such notice (and only such obligations), so far as they are affected by such force majeure, shall be suspended during continuation of the inability, which shall include a reasonable time for the removal of the effect thereof. The term “force majeure” as used herein shall include, without limitation, acts of God, strikes, lockouts or other industrial disturbances, acts of public enemies, acts, priorities or orders of any court kind of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator the government of Lessee the United States of America or of all the State or a substantial part any of their departments, agencies, governmental subdivisions or officials or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fire, hurricanes, storms, floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accident to machinery, transmission pipes or canals, shortages of labor or materials or delays of carriers, partial or entire failure of utilities, shortage of energy or any other cause or event not reasonably within the control of the assets party claiming such inability and not due to its fault. The party claiming such inability shall remove the cause for the same with all reasonable promptness. It is agreed that the settlement of Lesseestrikes, in each case without its application, approval or consentlockouts and other industrial disturbances shall be entirely within the discretion of the party having difficulty, and such orderthe party having difficulty shall not be required to settle any strike, judgment lockout and other industrial disturbances by acceding to the demands of the opposing party or decree shall continue unstayed and in effect for any period of 60 consecutive daysparties.

Events of Default Defined. Any of the following shall constitute an will be “Event Events of Default” under a Property Schedulethis Agreement: (a) Failure by Lessee to pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto hereunder at the time specified thereinherein; (b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph (a) aboveSection 35(a), for a period of thirty (30) 30 days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee by Lessor, unless Lessor shall will agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule this Agreement or its execution, delivery or performance shall will prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Any provision of this Agreement will at any time for any reason cease to be valid and binding on Lessee, or will be declared to be null and void, or the validity or enforceability thereof will be contested by Lessee shall or any governmental agency or authority if the loss of such provision would materially adversely affect the rights or security of Lessor, or Lessee will deny that it has any further liability or obligation under this Agreement; (e) Lessee will (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (ef) An order, judgment or decree shall will be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall will continue unstayed and in effect for any period of 60 30 consecutive days.

Events of Default Defined. Any For the purpose of this Indenture, the following shall constitute an “Event events are hereby defined as, and are declared to be, "Events of Default” under a Property Schedule": (a) Failure by Lessee to pay default in the due and punctual payment of the interest on any Lease Payment under of the Property Schedule or other payment required to be paid with respect thereto at the time specified thereinClass A Notes when due and payable, and such default shall continue for a period of five (5) days; (b) Failure by Lessee default in the due and punctual payment of the principal on any of the Class A Notes when due and payable or failure to observe and perform make any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, payment due under any other Senior Obligations hereunder when due (other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is correctedmake Principal Reduction Payments); (c) Any statementif no Senior Obligations are Outstanding hereunder, representation or warranty made by Lessee default in or pursuant to the Property Schedule or its executiondue and punctual payment of the interest on any of the Class B Notes when due and payable, delivery or performance and such default shall prove to have been false, incorrect, misleading or breached in any material respect on the date when madecontinue for a period of five (5) days; (d) Lessee shall (i) apply for or consent to if no Senior Obligations are Outstanding hereunder, default in the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part due and punctual payment of the assets principal on any of Lessee, (ii) be unable, fail the Class B Notes when due and payable or admit in writing its inability generally failure to pay its debts as they become make any payment due under any other Subordinate Obligations when due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or; (e) An orderdefault in the performance or observance of any other of the covenants, judgment agreements, or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial conditions on the part of the assets of LesseeIssuer to be kept, in each case without its application, approval or consentobserved, and performed contained in this Indenture or in the Series 2004-2 Notes, and continuation of such order, judgment or decree shall continue unstayed and in effect default for any a period of 60 consecutive days90 days after written notice thereof by the Indenture Trustee to the Issuer; and (f) the occurrence of an Event of Bankruptcy with respect to the Issuer. Failure to pay any Reset Rate Notes Carry-over Amount, any Auction Rate Notes Carry-over Amount or any accrued interest on such Reset Rate Notes Carry-over Amount or Auction Rate Notes Carry-over Amount shall not constitute an Event of Default. Any notice herein provided to be given to the Issuer with respect to any default shall be deemed sufficiently given if sent by certified mail with postage prepaid to the Person to be notified, addressed to such Person at the post office address as shown in Section 9.01 hereof or such other address as may hereafter be given as the Principal Office of the Issuer in writing to the Indenture Trustee by an Authorized Representative of the Issuer. The Indenture Trustee shall give such notice if requested to do so in writing by the Registered Owners of at least a majority of the principal amount of the Highest Priority Obligations at the time Outstanding ("Registered Owner Approval").

Events of Default Defined. Any The following shall be "events of default" under this Agreement and the term "events of default" shall mean, whenever they are used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents: (a) Failure by Lessee the Company to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under subsection (a) and (d) of Section 5.1 hereof which results in failure to pay principal of, premium or interest on or the time specified therein;purchase price of the 2000 Series A Bonds, and such failure shall cause an event of default under the Indenture. (b) Failure by Lessee Company to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) aboveof this Section, for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee Company by LessorIssuer or Trustee, unless Lessor Issuer and Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor Issuer and Trustee will not unreasonably withhold its their consent to an extension of such time if such failure is capable of being cured and corrective action is instituted by Lessee Company within the applicable period and is being diligently pursued until the default is corrected;pursued. (c) Any statementAn involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Company, representation or warranty made by Lessee in of a substantial part of the property or pursuant to assets of Company, under Title 11 of the Property Schedule United States Code, as now constituted or its executionhereafter amended, delivery or performance any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Company or for a substantial part of the property or assets of Company or (iii) the winding-up or liquidation of Company; and such proceeding or petition shall prove to have been false, incorrect, misleading continue undismissed or breached in unstayed for 90 days or an order or decree approving or ordering any material respect on of the date when made;foregoing shall be entered. (d) Lessee Company shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (c) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian custodian, sequestrator, conservator or liquidator of Lessee, similar official for Company or of all or for a substantial part of the property or assets of LesseeCompany, (iiiv) be unable, fail or admit file an answer admitting the material allegations of a petition filed against it in writing its inability generally to pay its debts as they become dueany such proceeding, (iiiv) make a general assignment for the benefit of creditors, (ivvi) have an order for relief entered against it under applicable federal bankruptcy lawbecome unable, admit in writing its inability or fail generally to pay its debts as they become due or (vvii) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage take any action for the purpose of effecting any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysforegoing.

Events of Default Defined. Any The following shall be Events of Default hereunder and the term Event of Default shall mean, whenever it is used herein, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents: (a) Failure by Lessee the Company to pay make any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at under Section 5.3 on or before the time specified therein;date that the payment is due and continuance of such failure for ten Business Days after receipt of notice of such failure from the Trustee. (b) Failure by Lessee the Company to observe and perform any other covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, under this Agreement (other than as referred to in subparagraph subsection (a) aboveof this Section), for a period of thirty ninety (3090) days after written notice notice, specifying such failure and requesting that it be remedied is remedied, shall be given to Lessee the Company by Lessorthe Trustee, unless Lessor the Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected remedied within the applicable period, Lessor the Board and the Trustee will not unreasonably withhold its their consent to an extension of such time if it is possible to correct such failure and corrective action is instituted by Lessee the Company within the applicable period and diligently pursued until the default is corrected; (c) Any statementwarranty, representation or warranty made other statement by Lessee or on behalf of the Company contained in this Agreement, or pursuant any instrument furnished in compliance with or in reference to this Agreement or the Property Schedule Indenture, is false or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;respect; or (d) Lessee shall (i) apply for The dissolution or consent to liquidation of the appointment Company or the filing by the Company of a receiver, trustee, custodian or liquidator of Lesseevoluntary petition in bankruptcy, or the Commission by the Company of all any act of bankruptcy, or a substantial part adjudication of the assets of LesseeCompany as a bankrupt, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment by the Company for the benefit of its creditors, (iv) have or the entry by the Company into an order for relief entered against it under applicable federal bankruptcy lawagreement of composition with its creditors, or (v) file the approval by a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage court of any insolvency law or any answer admitting the material allegations competent jurisdiction of a petition filed against Lessee applicable to the Company in any bankruptcyproceeding for its reorganization instituted under the provisions of the Federal bankruptcy statutes, reorganization as amended, or insolvency proceeding; or (e) An orderunder any similar act which may hereafter be enacted. The term "dissolution or liquidation of the Company", judgment as used in this subsection, shall not be construed to include the cessation of the corporate existence of the Company resulting from a merger or decree shall be entered by any court consolidation of competent jurisdiction, approving the Company into or with another corporation or a petition dissolution or appointing liquidation of the Company following a receiver, trustee, custodian or liquidator of Lessee or transfer of all or a substantial part substantially all of the its assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysas an entirety.

Events of Default Defined. Any The following shall be “events of default” under this Lease and the terms “events of default” and “default” shall mean, whenever they are used in this Lease, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents: (ai) Failure by Lessee the Council to pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto under this Lease at the time specified therein;herein and the continuation of said failure for a period of 3 days after telephonic, telegraphic or other electronic notice given by the Lessor that the payment referred to in such notice has not been received, such telephonic, telegraphic or other electronic notice to be subsequently confirmed in writing, or after written notice. (bii) Failure by Lessee the Council to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph clause (ai) aboveof this Section, for a period of thirty (30) 45 days after written notice specifying such failure and requesting that it be remedied is has been given to Lessee the Council by the Lessor, unless the Lessor shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, the Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee the Council within the applicable period and diligently pursued until the default is corrected;. (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make The filing by the Council of a general voluntary petition in bankruptcy, or failure by the Council promptly to lift any execution, garnishment or attachment of such consequence as would impair the ability of the Council to carry on its governmental or proprietary function or adjudication of the Council as a bankrupt, or assignment by the Council for the benefit of creditors, (iv) have or the entry by the Council into an order for relief entered against it under applicable federal bankruptcy lawagreement of composition with creditors, or (v) file the approval by a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage court of any insolvency law or any answer admitting the material allegations competent jurisdiction of a petition filed against Lessee applicable to the Council in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part proceedings instituted under the provisions of the assets of LesseeFederal Bankruptcy Statute, in each case without its applicationas amended, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for under any period of 60 consecutive dayssimilar acts which may hereafter be enacted.

Events of Default Defined. Any Whenever used herein with respect to Securities of a particular series, "Event of Default" means any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents which has occurred and is continuing: (a1) Failure by Lessee to pay default in the payment of any Lease Payment under installment of interest upon any of the Property Schedule or other payment required to be paid with respect thereto at Securities of that series, as and when the time specified therein; (b) Failure by Lessee to observe same shall become due and perform any covenantpayable, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, and continuance of such default for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected30 days; (c2) Any statementdefault in the payment of the principal of (or premium, representation or warranty made by Lessee in or if any, on) any of the Securities of that series as and when the same shall become due and payable whether at maturity, upon redemption, pursuant to the Property Schedule any sinking fund obligation, by declaration or its executionotherwise, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when madeand continuance of such default for a period of three Business Days; (d3) Lessee failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company with respect to that series contained in such Securities or otherwise established with respect to that series of Securities pursuant to Section 2.01 hereof or contained in this Indenture (other than a covenant or agreement which has been expressly included in this Indenture solely for the benefit of one or more series of Securities other than such series) for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Company by the Trustee, by registered or certified mail, or to the Company and the Trustee by the holders of at least 33% in principal amount of the Securities of that series at the time outstanding; (i4) apply a decree or order by a court having jurisdiction in the premises shall have been entered adjudging the Company as bankrupt or insolvent, or approving as properly filed a petition seeking liquidation or reorganization of the Company under the Federal Bankruptcy Code or any other similar applicable Federal or State law, and such decree or order shall have continued unvacated and unstayed for a period of 90 consecutive days; or an involuntary case shall be commenced under such Code in respect of the Company and shall continue undismissed for a period of 90 consecutive days or an order for relief in such case shall have been entered; or a decree or order of a court having jurisdiction in the premises shall have been entered for the appointment on the ground of insolvency or bankruptcy of a receiver or custodian or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or of its property, or for the winding up or liquidation of its affairs, and such decree or order shall have remained in force unvacated and unstayed for a period of 90 consecutive days; (5) the Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking liquidation or reorganization under the Federal Bankruptcy Code or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment on the ground of insolvency or bankruptcy of a receiver, trustee, receiver or custodian or liquidator or trustee or assignee in bankruptcy or insolvency of Lesseeit or of its property, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) shall make a general an assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e6) An orderthe occurrence of any other Event of Default with respect to Securities of such series, judgment or decree shall be entered as contemplated by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysSection 2.01 hereof.

Events of Default Defined. Any of the The following shall constitute an be “Event Events of Default” under a Property Schedulethis Guaranty Agreement: (a) Failure by Lessee failure to pay any Lease Payment under amount payable by the Property Schedule or other payment required to be paid with respect thereto at the time specified thereinGuarantor hereunder; (b) Failure by Lessee failure of the Guarantor to observe and or perform any other covenant, condition or agreement on its part to be observed or performed with respect pursuant to the Property Schedule, other than as referred to terms hereof and the continuation of such default in subparagraph (a) above, observance or performance for a period of thirty ninety (3090) days after written notice specifying such failure and requesting that it be remedied is thereof shall have been given to Lessee the Guarantor by Lessorthe Trustee; provided, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided thathowever, that if the failure stated in the any such notice cannot be corrected within the applicable period, Lessor will it shall not unreasonably withhold its consent to constitute the basis of an extension Event of such time Default hereunder if corrective action capable of remedying such failure is instituted by Lessee the Guarantor within the applicable period and diligently pursued until the default failure is corrected; (c) Any statement, if any representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance herein shall prove to have been false, incorrect, false or misleading or breached in any material respect on the date when made;respect; or (d) Lessee the Guarantor shall (i) apply have applied for or consent consented to the appointment of a custodian, receiver, trustee, custodian trustee or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) its assets; shall generally not be unable, fail or admit in writing its inability generally to pay paying its debts as they become due, (iii) make ; shall have made a general assignment for the benefit of creditors, (iv) ; shall have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or submitted a petition or an answer seeking seeking, reorganization or an arrangement with creditors or taking advantage of any insolvency law or any creditors; shall have submitted an answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An shall have entered against it an order, judgment or decree shall be entered decree, without the application, approval or consent of the Guarantor, by any court of competent jurisdiction, jurisdiction approving a petition seeking reorganization of the Guarantor, or appointing a custodian, receiver, trustee, custodian trustee or liquidator of Lessee the Guarantor or of all or a substantial part of the assets any of Lessee, in each case without its application, approval or consentassets, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 ninety (90) consecutive days; or shall have filed a voluntary petition in bankruptcy.

Events of Default Defined. Any The following will be “Events of Default” under this Assistance Agreement and the following shall constitute an term “Event of Default” under a Property Schedule:or “Default” will mean, whenever it is used in this Assistance Agreement, any one or more of the following events:‌ (aA) Failure by Lessee the Borrower to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto payments at the time times specified therein;herein. (bB) Failure by Lessee the Borrower to observe and or perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (aA) aboveof this Section, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is will have been given to Lessee the Borrower by Lessor, the Authority unless Lessor shall agree the Authority agrees in writing to an extension of such time prior to before its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor the Authority will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee the Borrower within the applicable period and diligently pursued until the default such failure is corrected;. (cC) Any statement, representation The dissolution or warranty made by Lessee in or pursuant to liquidation of the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of LesseeBorrower, or the voluntary initiation by the Borrower of all any proceeding under any federal or a substantial part Kentucky law relating to bankruptcy, insolvency, arrangement, reorganization, readjustment of debt, or any other form of debtor relief, or the assets initiation against the Borrower of Lesseeany such proceeding which remain undismissed for sixty days, (ii) be unable, fail or admit in writing its inability the entry by the Borrower into an agreement of composition with creditors or the failure generally by the Borrower to pay its debts as they become due, . (iiiD) make a general assignment for A default by the benefit of creditors, (iv) have an order for relief entered against it Borrower under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage the provisions of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without agreements relating to its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysDebt Obligations.

Events of Default Defined. Any The following will be “Events of Default” under this Agreement and the following shall constitute an term “Event of Default” under a Property Scheduleor “Default” will mean, whenever it is used in this Agreement, any one or more of the following events: (a) A. Any unauthorized or improper expenditure of funds by the Grantee, or expenditure of funds by the Grantee other than in accordance with the terms of this Agreement. B. Failure by Lessee to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein; (b) Failure by Lessee Grantee to observe and or perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (aA) aboveof this Section, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is will have been given to Lessee the Grantee by Lessor, the Authority unless Lessor shall agree the Authority agrees in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor the Authority will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee the Grantee within the applicable period and diligently pursued until the default such failure is corrected;. (c) Any statement, representation C. The dissolution or warranty made by Lessee in or pursuant to liquidation of the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of LesseeGrantee, or the voluntary initiation by the Grantee of all any proceeding under any federal or a substantial part Kentucky law relating to bankruptcy, insolvency, arrangement, reorganization, readjustment of debt or any other form of debtor relief, or the assets initiation against the Grantee of Lesseeany such proceeding which remain undismissed for sixty (60) days, (ii) be unable, fail or admit in writing its inability the entry by the Grantee into an agreement of composition with creditors or the failure generally by the Grantee to pay its debts as they become due, (iii) make a general assignment for . D. A default by the benefit of creditors, (iv) have an order for relief entered against it Grantee under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage the provisions of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without agreements relating to its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysdebt obligations.

Events of Default Defined. Any The occurrence of any of the following events prior to discharge in full of the Obligations (without the consent in writing of the Collateral Agent) shall (unless waived by the Collateral Agent) constitute an event of default under this Agreement (each, an “Event of Default” under a Property Schedule:”): (a) Failure A legally binding moratorium becomes effective in respect of the debts of the Corporation including the Obligations. If a such moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by Lessee to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified thereinthat moratorium; (b) Failure by Lessee to observe and perform any covenantThe Corporation goes into bankruptcy, condition winding-up or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is correcteddissolution; (c) Any statementMTIX goes into winding-up, representation dissolution or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when madeadministration; (d) Lessee shall (i) apply for or consent to the appointment of a liquidator, receiver, trusteeadministrative receiver, custodian administrator, compulsory manager or liquidator other similar officer in respect of Lessee, MTIX or of all or a substantial any material part of the its assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee analogous procedure or step is taken in any bankruptcy, reorganization or insolvency proceeding; orjurisdiction in which MTIX has material assets; (e) An orderthe Corporation fails to pay to the Secured Parties when due in accordance with the express terms of the Notes as originally issued (and without reference to any acceleration of its payment obligations under the terms of the Notes, judgment by law or decree otherwise) any principal sum (specifically excluding any interest, costs or other sums payable other than the principal amount) repayable under the terms of the Notes, and does not remedy the failure by paying the amount due within 90 days after the due date or, if later, 90 days after payment shall have been demanded in writing by the Person entitled to it. Notwithstanding the foregoing paragraphs of this section 5.1: (f) No debt owing by MTIX to the Corporation or any member of its group shall be entered deemed due or owing or suspended unless the Corporation or the relevant member of its group takes any steps to enforce payment; and (g) Nothing done or omitted to be done by any court the Secured Parties or the Collateral Agent in his or their capacity as directors or employees of competent jurisdiction, approving a petition MTIX shall be or appointing a receiver, trustee, custodian give rise to an Event of Default. (h) Any such process as is described in paragraphs (a) to (d) above shall not constitute an Event of Default if MTIX or liquidator the Corporation notifies the Collateral Agent that such process is contested by MTIX or the Corporation on reasonable grounds and it is in fact reversed or cancelled within 90 days of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive dayscommencement.

Events of Default Defined. Any of the following shall constitute an “Event of Default” under a Property Schedulethis Agreement: (a) Failure by Lessee Issuer to pay make any Lease Payment under payment of principal of, or interest or premium on, the Property Schedule Bond, or other payment required to be paid with respect thereto under this Agreement, at the time specified therein; (b) Failure by Lessee Issuer to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property ScheduleBond or this Agreement, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee Issuer by Lessorthe Owner, unless Lessor the Owner shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor the Owner will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee Issuer within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee Issuer in this Agreement or pursuant to the Property Schedule or its execution, delivery or performance Bond shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee Issuer shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of LesseeIssuer, or of all or a substantial part of the assets of LesseeIssuer, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee Issuer in any bankruptcy, reorganization or insolvency proceeding; (e) Issuer shall default on any of its indebtedness issued (including any leases, liens, loans or other obligations subject to the annual appropriation of funds) whether or not on a parity basis with the Bond, which indebtedness remains uncured after any applicable cure period permitted by such indebtedness; or (ef) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee Issuer or of all or a substantial part of the assets of LesseeIssuer, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.

Events of Default Defined. Any The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents: (a) a. Failure by Lessee the Developer to pay any Lease Payment under cause the Property Schedule or other payment required construction of the Minimum Improvements to be paid with respect thereto at commenced and completed pursuant to the time specified thereinterms, conditions, and limitations of this Agreement; (b) b. Transfer of any interest in the Development Property or this Agreement in violation of the provisions of this Agreement; c. Failure by Lessee the Developer to substantially observe and or perform any covenant, condition condition, obligation, or agreement on its part to be observed or performed with respect under this Agreement or the Minimum Assessment Agreement; d. The holder of any Mortgage on the Development Property, or any improvements thereon, or any portion thereof, commences foreclosure proceedings as a result of any default under the applicable Mortgage documents; e. The Developer shall: i. file any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended, or under any similar federal or state law; or ii. make an assignment for the benefit of its creditors; or iii. admit in writing its inability to pay its debts generally as they become due; or iv. be adjudicated bankrupt or insolvent; or if a petition or answer proposing the Property Schedule, other than adjudication of the Developer as referred to bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in subparagraph any court and such petition or answer shall not be discharged or denied within ninety (a) above, for a period of thirty (3090) days after written notice specifying the filing thereof; or a receiver, trustee or liquidator of the Developer or the Minimum Improvements, or part thereof, shall be appointed in any proceedings brought against the Developer, and shall not be discharged within ninety (90) days after such failure and requesting that it be remedied is given to Lessee by Lessorappointment, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, or if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its Developer shall consent to an extension of or acquiesce in such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;appointment; or (c) f. Any statement, representation or warranty made by Lessee the Developer in this Agreement, or made by the Developer in any written statement or certification furnished by the Developer pursuant to the Property Schedule or its executionthis Agreement, delivery or performance shall prove to have been false, incorrect, incomplete or misleading or breached in any material respect on or as of the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail issuance or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysmaking thereof.

Events of Default Defined. Any one of the following shall constitute be an “Event of Default” under a Property Schedulethis Agreement: (a) Failure by Lessee the Borrower/Grantee to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under this Agreement on the time specified thereindate on which it is due and payable; (b) Failure by Lessee the Borrower/Grantee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, under this Agreement for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee the Borrower/Grantee by Lessor, the Lender/Grantor unless Lessor the Lender/Grantor shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice can be wholly cured within a period of time not materially detrimental to the rights of the Lender/Grantor but cannot be corrected cured within the applicable thirty (30) day period, Lessor the Lender/Grantor will not unreasonably withhold its their consent to an extension of such time if corrective action is instituted by Lessee the Borrower/Grantee within the applicable period and diligently pursued until the default failure is corrected;; and provided, further, that if by reason of force majeure the Borrower/Grantee is unable to carry out the agreements on its part herein contained, the Borrower/Grantee shall not be deemed in default under this paragraph 10.1(b) during the continuance of such inability (but force majeure shall not excuse any other Event of Default); or (c) Any statementwarranty, representation or warranty made other statement by Lessee or on behalf of the Borrower/Grantee contained in this Agreement or pursuant in any instrument furnished in compliance with or in reference to the Property Schedule this Agreement is false or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when maderespect; (d) Lessee A petition is filed against the Borrower/Grantee under any bankruptcy, moratorium, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within thirty (30) days after such filing, but the NMFA shall (i) apply for or consent have the right to intervene in the proceedings prior to the appointment expiration of such thirty (30) days to protect their interests; (e) The Borrower/Grantee files a receiverpetition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, trusteemoratorium, custodian reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidator liquidation law of Lesseeany jurisdiction, whether now or hereafter in effect, or consents to the filing of all any petition against it under any such law; or (f) The Borrower/Grantee admits insolvency or a substantial part of the assets of Lessee, (ii) be unable, fail bankruptcy or admit in writing its inability generally to pay its debts as they become due or is generally not paying its debts as such debts become due, (iii) make a general or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcycustodian (including, reorganization or insolvency proceeding; or (e) An orderwithout limitation, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, liquidator or trustee, custodian or liquidator of Lessee or of all or a substantial part ) of the assets Borrower/Grantee for any of Lessee, in each case without its application, approval property is appointed by court order or consent, takes possession thereof and such order, judgment or decree shall continue unstayed and order remains in effect or such possession continues for more than thirty (30) days, but the NMFA shall have the right to intervene in the proceedings prior to the expiration of such thirty (30) days to protect their interests. (g) Default by the Borrower/Grantee in performance or observance of any period covenant contained in any other loan agreement, document or instrument of 60 consecutive daysany type whatsoever evidencing or securing obligations of the Borrower/Grantee to the NMFA.

Events of Default Defined. Any one of the following shall constitute an “"Event of Default” " under a Property Schedulethis Lease: (a) Failure failure by Lessee the District to pay any Lease Payment under Base Rentals or Additional Rentals, which have been specifically appropriated by the Property Schedule District for such purpose, during the Initial Term or other payment required to be paid with respect thereto at any Renewal Term, within five (5) Business Days of the time specified therein;date on which they are due; or (b) Failure failure by Lessee the District to surrender the 2023 Leased Property by the thirtieth day following an Event of Nonappropriation, as provided in Section 6.6 hereof; or (c) failure by the District to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph (a) aboveor (b) above (and other than a failure to comply with Section 11.8 hereof related to the Continuing Disclosure Agreement), for a period of thirty (30) 30 days after written notice notice, specifying such failure and requesting that it be remedied is shall be given to Lessee the District by Lessorthe Trustee, unless Lessor the Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, that if the failure stated in the notice cannot be corrected within the applicable period, Lessor will the Trustee shall not unreasonably withhold its consent to an extension of such time if corrective action is shall be instituted by Lessee the District within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;; or (d) Lessee the District shall (i) apply for institute a voluntary case, or shall file a petition or answer or consent seeking reorganization or arrangement under the Bankruptcy Code or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver, trustee, liquidator or custodian of it or liquidator of Lesseeits property, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) shall make a general an assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy lawor shall admit in writing its inability to pay its debts generally as they become due, or (v) file a voluntary petition corporate action shall be taken by the District in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage furtherance of any insolvency law or any answer admitting of the material allegations aforesaid purposes. The foregoing provisions of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; orthis Section 14.1 are subject to the following limitations: (ei) An order, judgment or decree the District shall be entered obligated to pay the Base Rentals and Additional Rentals, which have been specifically appropriated by the District for such purpose, only during the then current Lease Term, except as otherwise expressly provided in this Lease; and (ii) if, by reason of Force Majeure, the District shall be unable in whole or in part to carry out any court of competent jurisdictionagreement on its part herein contained, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial other than the obligations on the part of the assets District contained in Article VI hereof and until termination of Lesseethe Lease Term pursuant to Section 4.2 hereof, the District shall not be deemed in each case without default during the continuance of such inability. The District agrees, however, to remedy, as promptly as legally and reasonably possible, the cause or causes preventing the District from carrying out its applicationagreement; provided that the settlement of strikes, approval or consent, lockouts and such order, judgment or decree other industrial disturbances shall continue unstayed and in effect for any period be entirely within the discretion of 60 consecutive daysthe District.

Events of Default Defined. Any The occurrence of any of the following events with respect to a Lease shall constitute an “Event of Default” Default under a Property Schedulethe Lease: (a) Failure by Lessee Lessee’s failure to pay any Lease Rental Payment under the Property Schedule or other payment amount required to be paid with respect thereto at to Lessor under the time specified thereinLease within ten (10) days following the due date thereof, other than by reason of an Event of Nonappropriation; (b) Failure Lessee fails to perform or observe any of its obligations under Section 6, 7.4 or 10.2 hereof; (c) With the exception of the above clauses (a) or (b), ▇▇▇▇▇▇’s failure to perform or abide by Lessee to observe and perform any covenantcondition, condition agreement or agreement on its part to be observed or performed covenant with respect to the Property Schedule, other than as referred to in subparagraph (a) above, Lease for a period of thirty (30) days after written notice by Lessor to Lessee specifying such failure and requesting that it be remedied is given to Lessee by Lessorremedied, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (cd) Any any statement, representation or warranty made by Lessee in the Lease or in any writing delivered by Lessee pursuant to the Property Schedule thereto or its execution, delivery or performance shall prove in connection therewith proves at any time to have been false, incorrect, misleading or breached erroneous in any material respect on as of the date time when made; (de) Lessee shall be in default with respect to the payment or performance of any indebtedness, liability or obligation to Lessor or any of its affiliates under any note, loan agreement, security agreement, lease, title retention or conditional sales agreement or any other instrument or agreement (iincluding the occurrence of any Event of Default under any other Lease then held by Lessor), whether accelerated or otherwise and any applicable grace period with respect thereto has expired; or (f) apply Lessee applies for or consent consents to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian conservator or liquidator of Lessee or of all or a substantial part of the assets of Lesseeits assets, in each case without its applicationor a petition for relief is filed by Lessee under any federal or state bankruptcy, approval insolvency, moratorium or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive dayssimilar law.

Events of Default Defined. Any of the following events shall constitute an “Event of Default” under a Property Schedulethis Agreement: (a) Failure by Lessee to (i) pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto at under this Agreement within ten (10) days after the time date when due as specified thereinherein, (ii) maintain insurance as required herein, or (iii) observe and perform any covenant, condition or agreement on its part to be observed or performed under Section 2.01(k), 2.01(m) 2.01(r), 2.01(u), 2.01(w), 5.03, 6.01 or 6.02 hereof; (b) Failure by Lessee to observe and perform any covenant, condition or agreement contained in this Agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule this Agreement or its execution, delivery or performance shall prove to have been false, incorrect, misleading misleading, or breached in any material respect on the date when made; (d) Any default occurs under any other agreement for borrowing money, lease financing of property or otherwise receiving credit under which Lessee is an obligor, if such default (i) arises under any other agreement for borrowing money, lease financing of property or provision of credit provided by Lessor or any affiliate of Lessor, or (ii) arises under any obligation for governmental funds (other than enterprise revenues specifically and solely pledged to the repayment of other obligations) under which there is outstanding, owing or committed an aggregated amount in excess of $1,000,000 in each case under which the Lessee is an obligor, and such default remains uncured following the applicable cure period, if any, and either (1) arises from a failure to pay any amounts due with respect to such agreement for borrowing money, lease financing of property or provision of credit and/or (2) causes or permits amounts to become immediately due and payable in full as a result of such default. In event of a default under this 12.01(d), prior to exercising any remedies under Section 12.02 of this Agreement, the Lessor shall enter into good faith negotiations with Lessee to ensure the continued payment of Rental Payments and performance of Lessee’s obligations under this Agreement; (e) Lessee shall (i) apply for for, or consent to to, the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization reorganization, moratorium, liquidation, readjustment or insolvency proceeding; or; (ef) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of for Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 thirty (30) consecutive days; (g) Any Pole Agreement shall be terminated (whether by ▇▇▇▇▇▇, the Pole Owner or otherwise) for any reason whatsoever prior to such time as full and marketable title in the Equipment purchased thereunder has passed to and vested in Lessee; or (h) Any license granted pursuant to any Pole Agreement and relating to any Equipment shall be canceled, terminated, suspended, revoked or otherwise not in full force and effect at any time during the Lease Term.

Events of Default Defined. Any of the The following shall constitute an “Event be Events of Default” Default under a Property Schedulethis Lease: (a) Failure failure by the Lessee to pay make any Lease Payment rental payments required under Section 5.3 hereof on or before the Property Schedule or other date that the payment required is due and continuance of such failure for a period of five business days after notice thereof has been given to the Lessee by telephone (to be paid with respect thereto at the time specified thereinfollowed in writing) or telex; (b) Failure failure by the Lessee to observe and perform any other material covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, under this Lease (other than as referred to in subparagraph subsection (a) aboveof this Section), for a period of thirty (30) 30 days after written notice notice, specifying such failure and requesting that it be remedied is remedied, shall be given to the Lessee by Lessorthe Trustee, unless Lessor the Issuer and the Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor the Issuer and the Trustee will not unreasonably withhold its their consent to an extension of such time if it is possible to correct such failure and corrective action is instituted by the Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statementthe entry of a decree or order by a court having jurisdiction in the premises for relief in respect of the Lessee or adjudging the Lessee a bankrupt or insolvent, representation or warranty made by approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Lessee under Title 11 of the United States Code, as now constituted or as amended or any other applicable Federal or state bankruptcy or other similar law, and such decree or order shall have continued undischarged or unstayed for a period of 90 days; or the entry of a decree or order of a court having jurisdiction of the premises for the appointment of a receiver or liquidator or trustee or custodian or assignee in bankruptcy or pursuant to insolvency of the Property Schedule Lessee or of all or a major part of its executionproperty, delivery or performance for the winding up or liquidation of its affairs and such decree or order shall prove to have been false, incorrect, misleading remained in force undischarged or breached in any material respect on the date when madeunstayed for a period of 90 days; (d) the Lessee shall (i) apply for institute proceedings to be adjudicated a bankrupt or insolvent, or shall consent to the filing of a bankruptcy or insolvency proceeding against it, or shall file a petition or answer or consent seeking relief under Title 11 of the United States Code, as now constituted or as amended, or any other applicable Federal or state bankruptcy or other similar law, or shall consent to the institution of proceedings thereunder or to the filing of any such petition, or shall consent to the appointment or taking possession of a receiver, trustee, receiver or liquidator or trustee or custodian or liquidator assignee in bankruptcy or insolvency of Lessee, it or of all or a substantial major part of its property, or shall make an assignment for the assets benefit of Lesseeits creditors, (ii) be unable, fail or shall admit in writing its inability to pay its debts generally as they become due, or the failure of the Lessee generally to pay its debts as they such debts become due, (iii) make a general assignment for or the benefit taking of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition corporate action by the Lessee in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage furtherance of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceedingsuch action; or (e) An orderThe sale, judgment transfer, assignment or decree shall be entered by any court other disposal of competent jurisdiction, approving a petition fifty percent (50%) or appointing a receiver, trustee, custodian or liquidator more of the voting stock of the Lessee or of all the sale, transfer, assignment or a substantial part other disposal of the assets Series 2000A Project or the Lessee’s interest in the Series 2000A Project other than a sale, transfer, assignment or disposal which is permitted under the provisions of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysSection 9.1 hereof.

Events of Default Defined. Any of the The following shall constitute an will be “Event Events of Default” under a Property Schedulethis Lease, and the term “Events of Default” will mean, whenever it is used in this Lease, any one or more of the following events: (a) Failure by Lessee to pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto hereunder at the time specified thereinherein; (b) Failure by Lessee to observe and perform any covenant, condition or agreement under any Project Document on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph clause (a) aboveof this Section, for a period of thirty (30) 30 days after written notice specifying such failure and requesting that it be remedied is has been given to Lessee by Lessor; provided, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided thathowever, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if Lessee certifies that corrective action is has been instituted by Lessee within the applicable period and will be diligently pursued until the default such failure is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to any Project Document or any instrument or certificate related thereto or to the Property Schedule or its execution, delivery or performance shall prove to have been false, Project is incorrect, untrue or misleading or breached in any material respect on the date when maderespect; (d) Lessee shall (i) apply Any provision of any Project Document at any time for or consent any reason ceases to the appointment of a receiver, trustee, custodian or liquidator of be valid and binding on Lessee, or is declared to be null and void, or the validity or enforceability thereof is contested by Lessee or any governmental agency or authority if the loss of all such provision would materially adversely affect the rights or security of Lessor, or Lessee denies that it has any further liability or obligation under this Lease or the Site Lease; or (e) The filing by Lessee of a substantial part voluntary petition in bankruptcy, or failure by Lessee to promptly lift any execution, garnishment or attachment of such consequence as would impair the assets ability of LesseeLessee to carry on its essential functions, (ii) be unableor adjudication of Lessee as a bankrupt, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment by Lessee for the benefit of creditors, (iv) have or the entry by Lessee into an order for relief entered against it agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to Lessee in any proceedings instituted under the provisions of any applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.

Events of Default Defined. Any one or more of the following events shall constitute an “Event Events of Default” under a Property Schedule: (a) this Issuer Loan Agreement: Failure by Lessee the Borrower to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at the time specified therein; (bunder Section 4.01(a) hereof; Failure by Lessee the Borrower to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to under this Issuer Loan Agreement, the Property ScheduleLockbox Account Agreement or any other Financing Document, other than as referred to provided in subparagraph (aSection 8.01(a) aboveand Section 8.01(l) hereof, and such non-compliance shall remain unremedied for a period of thirty sixty (3060) days after the earlier of (1) written notice specifying such failure shall have been given to the Trustee by the Borrower or (2) written notice specifying such failure and requesting that it be remedied is shall have been given to Lessee the Borrower by Lessorthe Trustee, or such longer period as is reasonably necessary under the circumstances to remedy such failure, such extension not to exceed one hundred eighty (180) days without prior written approval by the Owners of a majority in the aggregate principal amount of the Series 2020 Bonds delivered by the Trustee pursuant to Section 10.4 of the Indenture; The occurrence of a Bankruptcy Event with respect to the Borrower; Any of the representations, warranties or certifications of the Borrower made in or delivered pursuant to any Financing Document, including this Issuer Loan Agreement, shall prove to have been incorrect in any material respect when made and a Material Adverse Effect could reasonably be expected to result therefrom, unless Lessor such misrepresentation is capable of being cured and is cured within thirty (30) days after the Trustee’s receipt of written notice from any Secured Party, the Borrower or the Issuer of such misrepresentation; Occurrence of a Concessionaire Termination Event, and such Concessionaire Termination Event shall agree be continuing beyond any cure period (including any extended cure period granted by RTD under the Concession Agreement) applicable to the Borrower and has not been waived by RTD, and RTD is entitled to and serves a notice of termination to the Borrower in writing pursuant to the terms of the Concession Agreement as a result thereof and such termination is not delayed pursuant to Section 41.6 (Disputed Termination) of the Concession Agreement; Failure by the Borrower to perform or observe any material covenant, agreement or obligation under any Material Project Contract (unless such failure could not reasonably be expected to have a Material Adverse Effect), and the Borrower shall have failed to cure such failure or to obtain an effective written waiver thereof within the grace period provided in such Material Project Contract; provided, however, that if such cure or waiver cannot reasonably be obtained within the applicable period, the Borrower shall be entitled to an extension of such time prior (such extension not to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time exceed one hundred eighty (180) days) if corrective action is instituted by Lessee the Borrower within the applicable period and diligently pursued until the default such failure is corrected; ; One or more non-appealable judgments against the Borrower for the payment of money in an aggregate amount in excess of $10,000,000 and the same shall remain undischarged for a period of thirty (c30) Any statementconsecutive days during which execution shall not be effectively stayed; [Reserved]; The Concession Agreement, representation including Section 42.4 therein, for any reason ceases to be a valid and binding obligation of RTD and shall remain uncorrected for fifteen (15) days; The Borrower suspends or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of abandons all or a substantial material part of the assets of Lessee, (ii) be unable, fail Project or admit in writing its inability generally activities to pay its debts as they become due, (iii) make a general assignment for operate or maintain the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of LesseeProject, in each case without resulting in any Concessionaire Termination Event; Any Financing Document ceases to be in effect, unless otherwise in accordance with its applicationterms or unless such document is replaced by a contract on substantially similar terms with a counterparty reasonably acceptable to the Trustee as instructed by the Owners of a majority in the aggregate principal amount of the Series 2020 Bonds, approval in accordance with Section 10.4 of the Indenture, within thirty (30) days following the earlier of (1) the Borrower’s actual knowledge of such occurrence or consent(2) the delivery of written notice thereof to the Borrower by the Trustee, or such longer period, not exceeding one hundred eighty (180) days, reasonably necessary to effect such replacement; The O&M Contract and/or the O&M Guaranty cease to be in full force and effect during the Operating Period, and such orderdocument is not replaced by a document reflecting all of the remaining obligations of the party being replaced, judgment on terms and conditions (including economic terms) no less favorable to the Borrower taken as a whole, with an Acceptable Replacement Party, within sixty (60) days of such termination or decree such longer period as is reasonably necessary to effect such replacement, if corrective action is instituted by the Borrower within such sixty (60) day period and is diligently pursued until such replacement is effected, such extension not to exceed one hundred and twenty (120) days from the date such document ceased to be in full force and effect; provided, however, there shall continue unstayed be no Event of Default under this clause (l) if an RTD Termination Event has occurred and is continuing; Any Security Document ceases, except in accordance with its terms or as expressly permitted under the Financing Documents, to be effective to grant a perfected Security Interest on any material portion of the Project Collateral described therein, other than as a result of actions or failure to act by the Trustee or any other Secured Party; A Change of Control with respect to the Borrower shall have occurred; and Any Insurance required under Section 6.06 hereof and the other Financing Documents is not, or ceases to be, in full force and effect at any time when it is required to be in effect and such failure continues for a period of ten (10) business days, unless such insurance is (prior to its cessation) replaced by insurance on substantially similar terms and in effect for any period of 60 consecutive daysform and substance, and with insurers, on terms consistent with the Concession Agreement.

Events of Default Defined. Any With respect to each Obligor, each of the following shall constitute is an “"Event of Default” under a Property Schedule:" (a) Failure failure by Lessee such Obligor to pay any Lease Payment under amount payable by it hereunder on the Property Schedule or other payment required to be paid with respect thereto at the time specified thereindate due; (b) Failure if the validity or enforceability of any Security Document to which such Obligor is a party shall be contested by Lessee any Person; (c) if any representation or warranty made by or on behalf of such Obligor in this Agreement, in any other Fundamental Document or in any certificate, report or financial or other statement furnished to observe and perform the Lender at any covenanttime under or in connection with this Agreement, condition any other Fundamental Document or any other such document or agreement shall have been untrue in any material respect when made or deemed to have been made; (d) default by such Obligor in the observance or performance of its covenants set forth in (i) Article V; or (ii) default by such Obligor in the observance or performance of its obligation to maintain the value of the Custodial Account maintained in its name in accordance with Section 1 of the Security Agreement between it and the Lender; (e) default by such Obligor in the observance or performance of any other covenant or agreement contained in this Agreement or any other Fundamental Document and the continuance thereof unremedied for 10 days after receipt by such Obligor of written notice of such default from the Lender; (f) an order shall be made by a competent court or a resolution shall be passed for the winding up or dissolution or rehabilitation of the Parent or such Obligor save for the purposes of amalgamation, merger, consolidation, reorganization or other similar arrangement on its part terms approved by the Lender (not involving the insolvency of the Parent or such Obligor) and save that if any such order or resolution is sought in an involuntary proceeding against any such Person, such Person shall have thirty (30) days from the commencement of such proceeding to obtain an order staying, vacating or dismissing such proceedings, or a petition shall be observed presented to, or performed with respect to an order shall be made by a competent court for the Property Scheduleappointment of, other than as referred to in subparagraph (a) abovean administrator of the Parent or such Obligor and such petition or order shall not have been stayed, for a period of vacated or dismissed within thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension the presentation of such time prior to its expiration; provided that, if petition or the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension making of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is correctedorder; (cg) Any statement, representation the Parent or warranty made by Lessee in or pursuant such Obligor shall cease to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect carry on the date when madewhole or substantially the whole of its business, save for the purposes of amalgamation, merger, consolidation, reorganization or other similar arrangement (not involving or arising out of the insolvency of the Parent or such Obligor) which is permitted hereunder, or the Parent or such Obligor shall suspend payment of its debts generally or shall be unable to, or shall admit inability to, pay its debts as they fall due, or shall be adjudicated or found bankrupt or insolvent by any competent court in a voluntary or involuntary bankruptcy or insolvency proceeding and, in the case of an involuntary proceeding, such adjudication or finding is not stayed, vacated or dismissed for thirty (30) days, or shall enter into any composition or other similar arrangement with its creditors generally; (dh) Lessee shall (i) apply for or consent to the appointment of a receiver, trusteeadministrator, custodian liquidator or liquidator of Lessee, other similar official shall be appointed in relation to the Parent or of all such Obligor or in relation to the whole or a substantial part of its assets or to the assets of LesseeCollateral or a distress, (ii) execution or other process shall be unable, fail levied or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy lawenforced upon or out against, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting encumbrancer shall take possession of, the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all whole or a substantial part of its assets or the assets Collateral and in any of Lesseethe foregoing cases, such action or person shall not be discharged, dismissed, vacated, stayed or bonded within thirty (30) days; (i) any seizure, vesting or intervention by or under authority of a government occurs, by which the Parent's or such Obligor's management is displaced or its authority in the conduct of its business is curtailed; (j) default by the Parent or such Obligor in (i) any payment of principal of or interest of any Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity, PROVIDED that the aggregate principal amount of all such Indebtedness which would then become due and payable would equal or exceed, in each the case without its applicationof the Parent, approval Arch Company, Alternative or consentReinsurance, $15,000,000, or in the case of First American, $5,000,000; or (k) One or more judgments or decrees shall be entered against the Parent or such Obligor involving in the aggregate a liability (to the extent not paid or covered by insurance) of, in the case of the Parent, Arch Company, Alternative or Reinsurance, $15,000,000 or more, and in the case of First American, $5,000,000 or more, and all such orderjudgments or decrees shall not have been vacated, judgment discharged, stayed or decree bonded pending appeal within 60 days after the entry thereof. (l) The Net Worth of the Parent shall continue unstayed and in effect for be less than $750,000,000 as of the end of any period of 60 consecutive daysfiscal quarter.

Events of Default Defined. Any one or more of the following events shall constitute an “Event Events of Default” under a Property Schedulethis Senior Loan Agreement: (a) Failure by Lessee the Borrower to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under Section 4.01(a) hereof and, solely in the time specified thereincase of any such failure to pay interest, such failure is not remedied within five (5) Business Days after the applicable due date; or failure by the Borrower to pay any other amount required to be paid hereunder, which failure is not remedied within ten (10) days after notice in writing thereof is given by the Port Issuer or the Port Trustee to the Borrower; (b) Failure by Lessee the Borrower and each of its Subsidiaries to observe and perform in any material respect any covenant, condition or agreement on its part to be observed or performed with respect to under this Senior Loan Agreement, the Property SchedulePort Indenture or any other Financing Document, other than as referred covered by another provision of this Section 8.01 and other than failure to observe or perform the covenants set forth in subparagraph (a) aboveSection 6.24 and the Continuing Disclosure Agreement, and such non-compliance shall remain unremedied for a period of thirty sixty (3060) days after the earlier of (1) written notice specifying such failure shall have been given to the Port Trustee by the Borrower, or (2) written notice specifying such failure and requesting that it be remedied is shall have been given to Lessee the Borrower by Lessorthe Port Trustee or the Port Issuer, unless Lessor shall agree in writing or such longer period as is reasonably necessary under the circumstances to an remedy such failure, such extension not to exceed one hundred twenty (120) days without prior written approval by the Port Trustee acting at the direction of such time prior the Majority Holders delivered by the Port Trustee pursuant to its expiration; provided that, if Section 10.3 of the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is correctedPort Indenture; (c) The occurrence of a Bankruptcy Event with respect to the Borrower; (d) Any statementof the representations, representation warranties or warranty certifications of the Borrower made by Lessee in or delivered pursuant to the Property Schedule or its executionany Financing Document, delivery or performance including this Senior Loan Agreement, shall prove to have been falseincorrect when made and a Material Adverse Effect would reasonably be expected to result therefrom, incorrect, misleading or breached in any material respect on unless such misrepresentation is capable of being cured and is cured within thirty (30) days after the date when madeBorrower’s receipt of written notice from the Port Trustee of such misrepresentation; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.

Events of Default Defined. Any Subject to the provisions of Section 3.05, any of the following shall constitute an will be “Event Events of Default” under a Property Schedulethis Agreement: (a) Failure by Lessee to pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto hereunder at the time specified thereinherein; (b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph (a) aboveSection 12.01(a), for a period of thirty (30) 30 days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee by Lessor, unless Lessor shall will agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule this Agreement or its execution, delivery or performance shall will prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Any provision of this Agreement will at any time for any reason cease to be valid and binding on Lessee, or will be declared to be null and void, or the validity or enforceability thereof will be contested by Lessee shall or any governmental agency or authority if the loss of such provision would materially adversely affect the rights or security of Lessor, or Lessee will deny that it has any further liability or obligation under this Agreement; (e) Lessee will (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (ef) An order, judgment or decree shall will be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall will continue unstayed and in effect for any period of 60 30 consecutive days.

Events of Default Defined. Any of the following shall constitute an “Event of Default” under a Property Schedule: (a) Failure by Lessee Purchaser to pay any Lease Installment Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein; (b) Failure by Lessee Purchaser to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee Purchaser by LessorSeller, unless Lessor Seller shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor Seller will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee Purchaser within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee Purchaser in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee Purchaser shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of LesseePurchaser, or of all or a substantial part of the assets of LesseePurchaser, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee Purchaser in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee Purchaser or of all or a substantial part of the assets of LesseePurchaser, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.

Events of Default Defined. Any one of the following shall constitute be an “Event of Default” under a Property Schedulethis Agreement: (a) Failure by Lessee the Borrower/Grantee to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under this Agreement on the time specified thereindate on which it is due and payable; (b) Failure by Lessee the Borrower/Grantee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, under this Amended and Restated Agreement for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee the Borrower/Grantee by Lessor, the Lender/Grantor unless Lessor the Lender/Grantor shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice can be wholly cured within a period of time not materially detrimental to the rights of the Lender/Grantor but cannot be corrected cured within the applicable thirty (30) day period, Lessor the Lender/Grantor will not unreasonably withhold its their consent to an extension of such time if corrective action is instituted by Lessee the Borrower/Grantee within the applicable period and diligently pursued until the default failure is corrected;; and provided, further, that if by reason of force majeure the Borrower/Grantee is unable to carry out the agreements on its part herein contained, the Borrower/Grantee shall not be deemed in default under this paragraph 10.1(b) during the continuance of such inability (but force majeure shall not excuse any other Event of Default); or (c) Any statementwarranty, representation or warranty made other statement by Lessee or on behalf of the Borrower/Grantee contained in this Agreement or pursuant in any instrument furnished in compliance with or in reference to the Property Schedule this Agreement is false or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when maderespect; (d) Lessee A petition is filed against the Borrower/Grantee under any bankruptcy, moratorium, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within thirty (30) days after such filing, but the Finance Authority shall (i) apply for or consent have the right to intervene in the proceedings prior to the appointment expiration of such thirty (30) days to protect their interests; (e) The Borrower/Grantee files a receiverpetition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, trusteemoratorium, custodian reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidator liquidation law of Lesseeany jurisdiction, whether now or hereafter in effect, or consents to the filing of all any petition against it under any such law; or (f) The Borrower/Grantee admits insolvency or a substantial part of the assets of Lessee, (ii) be unable, fail bankruptcy or admit in writing its inability generally to pay its debts as they become due or is generally not paying its debts as such debts become due, (iii) make a general or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcycustodian (including, reorganization or insolvency proceeding; or (e) An orderwithout limitation, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, liquidator or trustee, custodian or liquidator of Lessee or of all or a substantial part ) of the assets Borrower/Grantee for any of Lessee, in each case without its application, approval property is appointed by court order or consent, takes possession thereof and such order, judgment or decree shall continue unstayed and order remains in effect or such possession continues for more than thirty (30) days, but the Finance Authority shall have the right to intervene in the proceedings prior to the expiration of such thirty (30) days to protect their interests. (g) Default by the Borrower/Grantee in performance or observance of any period covenant contained in any other loan agreement, document or instrument of 60 consecutive daysany type whatsoever evidencing or securing obligations of the Borrower/Grantee to the Finance Authority.

Events of Default Defined. Any one or more of the following shall constitute events constitutes an “Event of Default” under a Property ScheduleDefault hereunder: (a) Failure by Lessee the City to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto hereunder at the time specified therein;herein or to maintain insurance as specified in Article V. (b) Failure by Lessee the City to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedulehereunder, other than as referred to in subparagraph the preceding clause (a) aboveof this Section and other than a failure by the City to perform any covenant contained in Section 7.7 that does not materially adversely affect the Authority and its interests, for a period of thirty (30) 30 days after written notice specifying such failure and requesting that it be remedied is has been given to Lessee the City by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided thatthe Authority or the Assignee. However, if in the reasonable opinion of the City the failure stated in the notice cancan be corrected, but not be corrected within the applicable such 30 day period, Lessor will the Authority and the Assignee shall not unreasonably withhold its their consent to an extension of such time (for a period not to exceed 60 days) if corrective action is instituted by Lessee the City within the applicable such 30 day period and diligently pursued until the default is corrected;. (c) Any statementThe filing by the City of a voluntary petition in bankruptcy, representation or warranty made failure by Lessee in or pursuant the City promptly to the Property Schedule or its lift any execution, delivery garnishment or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lesseeattachment, or of all or a substantial part adjudication of the assets of LesseeCity as a bankrupt, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment by the City for the benefit of creditors, (iv) have or the entry by the City into an order for relief entered against it under applicable federal bankruptcy lawagreement of composition with creditors, or (v) file the approval by a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage court of any insolvency law or any answer admitting the material allegations competent jurisdiction of a petition filed against Lessee applicable to the City in any bankruptcyproceedings instituted under the provisions of the Federal Bankruptcy Code, reorganization as amended, or insolvency proceeding; orunder any similar acts which may hereafter be enacted. (d) Any representation, warranty or certification made by the City hereunder or in connection herewith shall have been incorrect or misleading when made. (e) An orderAny default occurs under any other agreement for borrowing money or receiving credit under which the City may be obligated as borrower, judgment if such default consists of (i) the failure to pay any amount when due under such agreement or decree shall be entered by (ii) the failure to perform any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, other obligation thereunder and such order, judgment or decree shall continue unstayed and in effect for any period failure gives the holder of 60 consecutive dayssuch agreement the right to accelerate the amounts payable thereunder.

Events of Default Defined. Any The following shall be "Events of Default" under this Agreement and the term "Events of Default" shall mean (except where the context clearly indicates otherwise), whenever such term is used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents: (a) A. Failure by Lessee the City to timely pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified thereinamount due hereunder; (b) B. Failure by Lessee the City to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, under this Agreement for a period of thirty (30) 30 days after the earlier of written notice specifying such failure and requesting that it be remedied (a) is given received by the City or (b) was required to Lessee by Lessorhave been provided to the Lender pursuant to Section 10(H) hereof, unless Lessor the Lender shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) C. Any statementwarranty, representation or warranty made other statement by Lessee the City or by an officer or agent of the City contained in this Agreement or pursuant in any instrument furnished in compliance with or in reference to the Property Schedule this Agreement is false or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when maderespect; (d) Lessee shall (i) apply D. A petition is filed against the City under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and an order for relief is entered or consent such petition is not dismissed within 60 days of such filing; E. The City files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the appointment filing of a receiver, trustee, custodian any petition against it under such law; F. The City admits insolvency or liquidator of Lessee, bankruptcy or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due or is generally not paying its debts as such debts become due, (iii) make a general or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or a custodian (ivincluding without limitation a receiver, liquidator or trustee) have an of the City or any of its property is appointed by court order or takes possession thereof and such order remains in effect or such possession continues for relief entered against it under more than 60 days; or G. Any debt of or assumed by the City (i) is not paid when due nor within any applicable federal bankruptcy lawgrace period in any agreement or instrument relating to such debt, (ii) becomes due and payable before its normal maturity by reason of a default or Event of Default, however described, or (viii) file becomes subject to a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law moratorium. H. This Agreement, the Note or any answer admitting financing document is determined to be invalid or the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered enforceability repudiated by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysCity.

Events of Default Defined. Any The following shall be "Events of Default" under this Agreement and the term "Events of Default" shall mean (except where the context clearly indicates otherwise), whenever such term is used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents: (a) A. Failure by Lessee the City to timely pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified thereinamount due hereunder; (b) B. Failure by Lessee the City to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, under this Agreement for a period of thirty (30) 30 days after the earlier of written notice (a) is received by the City or (b) was required to have been provided to the Lender pursuant to Section 10(H) hereof, except to the extent some other grace period shall be provided in regard to a covenant, specifying such failure and requesting that it be remedied remedied, is given to Lessee the City by Lessorthe Lender, unless Lessor the Lender shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) C. Any statementwarranty, representation or warranty made other statement by Lessee the City or by an officer or agent of the City contained in this Agreement or pursuant in any instrument furnished in compliance with or in reference to the Property Schedule this Agreement is false or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when madeadverse respect; (d) Lessee shall (i) apply D. A petition is filed against the City under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and an order for relief is entered or consent such petition is not dismissed within 60 days of such filing; E. The City files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the appointment filing of a receiver, trustee, custodian any petition against it under such law; F. The City admits insolvency or liquidator of Lessee, bankruptcy or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due or is generally not paying its debts as such debts become due, (iii) make a general or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or custodian (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing including without limitation a receiver, liquidator or trustee, custodian ) of the City or liquidator any of Lessee its property is appointed by court order or takes possession thereof and such order remains in effect or such possession continues for more than 60 days. G. The City defaults in the payment of all any other indebtedness secured by a pledge of Non-Ad Valorem Revenues or any portion thereof or a substantial part of the assets of Lessee, in each case without its application, approval or consent, covenant to budget and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysappropriate Non- Ad Valorem Revenues.

Events of Default Defined. Any of the The following shall constitute an be “Events of Default” under this Lease, and the terms “Event of Default” under a Property Scheduleor “Default” shall mean, whenever they are used in this Lease, any one or more of the following events: (a) Failure by Lessee a failure of the Company to pay any Lease Payment under Basic Rent in the Property Schedule or other payment required to be paid with respect thereto amounts and at the time specified therein;times required by Section 5.3(a) of this Lease, for a period of five (5) days after the Company’s receipt of written notice from the Issuer specifying such breach or failure and requesting that it be remedied, provided that if the Company is then the Holder of the Bond such Basic Rent shall be deemed to have been paid and the corresponding Debt Service on the Bond shall be deemed to have also been paid; or (b) Failure by Lessee the Company’s failure to observe and perform observe, perform, or comply with any other covenant, condition condition, or agreement in this Lease or in any other Company Documents on its the part of the Company to be observed or performed with respect to the Property Schedule, (other than as referred to in subparagraph subsection (a) aboveof this Section) if such covenant, condition or agreement is for the benefit of the Issuer and constitutes any of the Unassigned Rights, for a period of thirty (30) days after the Company’s receipt of written notice from the Issuer specifying such breach or failure and requesting that it be remedied is given to Lessee by Lessorremedied, unless Lessor the Issuer shall agree in writing to an extension of such time prior to its expiration. It shall not constitute an Event of Default if corrective action is instituted by or on behalf of the Company within the thirty (30) day period and diligently pursued until the breach or default is corrected; provided thator (c) the Company’s failure to observe, if the failure stated perform, or comply with any covenant, condition, or agreement in this Lease or in the other Company Documents on the part of the Company to be observed or performed, which covenant, condition or agreement is for the benefit of the Holder other than as referred to in subsections (a) and (b) of this Section, for a period of thirty (30) days after the Company’s receipt of written notice cannot from the Holder specifying such breach or failure and requesting that it be corrected within remedied, unless the applicable period, Lessor will not unreasonably withhold its consent Holder shall agree in writing to an extension of such time prior to its expiration. It shall not constitute an Event of Default if corrective action is instituted by Lessee the Company or on behalf of the Company within the applicable thirty (30) day period and diligently pursued until the breach or default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;; or (d) Lessee any default under any of the Loan Documents (after expiration of all applicable notice and cure periods), if the Lender that is a party thereto notifies the Issuer, the Company and the Holder that the same should be deemed an Event of Default hereunder. The Issuer shall (i) apply notify the Company, as well as any Lender that has requested such notice and provided its address for or consent such notice to the appointment of a receiverIssuer and the Holder in writing, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting Event of Default hereunder of which the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysIssuer has knowledge.

Events of Default Defined. Any The entire unpaid principal amount of this Note, together with interest thereon shall, on written notice to the Company given by the holders of this Note, forthwith become and be due and payable if any one or more the following events (“Events of Default”) shall constitute an “have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or be affected or come about by operation of law pursuant to or in compliance with any judgment, decree, or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing. An Event of Default” under a Property ScheduleDefault shall occur: (ai) Failure by Lessee to pay any Lease Payment under if failure shall be made in the Property Schedule payment of the principal of or other payment required to be paid with respect thereto at interest on this Note when and as the time specified therein; (b) Failure by Lessee to observe same shall become due and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, such failure shall continue for a period of ten (10) business days after such payment is due; or (ii) if the Company shall violate or breach any of the covenants contained in the Note or any of the covenants in the Purchase Agreement that relate to a payment obligation of the Company and such violation or breach shall continue for thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expirationbreach shall have been received by the Company from Payee; provided that, or (iii) if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation Company or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance any Material Subsidiary shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian trustee or liquidator of Lessee, itself or of all or a substantial part of the assets of Lessee, (ii) be unable, fail its property or admit in writing its inability generally to pay its debts as they become due, (iii) shall make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) shall file a voluntary petition in bankruptcy or a petition bankruptcy, or an answer seeking reorganization in a proceeding under any bankruptcy law (as now or hereafter in effect) or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee the Company or any Material Subsidiary, in any bankruptcysuch proceeding, or shall by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy or other similar law providing for the reorganization or insolvency proceedingwinding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, or shall, in a petition in bankruptcy filed against it or them be adjudicated a bankrupt, or the Company or any Material Subsidiary or their directors or a majority of its stockholders shall vote to dissolve or liquidate the Company or any Material Subsidiary other than a liquidation involving a transfer of assets from a Subsidiary to the Company or another Subsidiary; or (eiv) An if an involuntary petition shall be filed against the Company or any Material Subsidiary seeking relief against the Company or any Material Subsidiary under any now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, and such petition shall not be vacated or set aside within ninety (90) days from the filing thereof; or (v) if a court of competent jurisdiction shall enter an order, judgment or decree shall be entered by appointing, without consent of the Company or any court of competent jurisdictionMaterial Subsidiary, approving a petition or appointing a receiver, trustee, custodian trustee or liquidator of Lessee the Company or any Material Subsidiary, or of all or a any substantial part of the assets property of Lesseethe Company or any Material Subsidiary, in each case without its applicationor approving a petition filed against the Company or any Material Subsidiary seeking a reorganization or arrangement of the Company or any Material Subsidiary under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, approval or consent, any substantial part of the property of the Company or any Material Subsidiary shall be sequestered; and such order, judgment or decree shall continue unstayed not be vacated or set aside within ninety (90) days from the date of the entry thereof; or (vi) if, under the provisions of any law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Company or any Material Subsidiary or of all or any substantial part of the property of the Company or any Material Subsidiary and in effect for any period such custody or control shall not be terminated within ninety (90) days from the date of 60 consecutive daysassumption of such custody or control.

Events of Default Defined. Any If any of the following shall constitute an “Event events (herein called "Events of Default” under a Property Schedule:") shall occur and shall not have been remedied after giving thirty (30) days written notice to Borrower (except that said thirty (30) day written notice is not required for the Events of Default set out in subparagraphs (a), (g) and (h)): (a) Failure by Lessee to pay any Lease Payment amounts due under the Property Schedule Note within ten (10) days after written notice from Lender to Borrower that any such sums have not been paid, including failure to pay the Note in full on or other payment required to be paid with respect thereto before the Termination Date. Provided, that Lender, at its sole option, may extend the time specified therein;Termination Date. (b) Failure Occurrence of a Conversion Event as described in Article VI and failure by Lessee Borrower to observe perform its obligations provided therein within ten (10) days after written notice from Lender to Borrower. (c) Default by Borrower in the observance or performance of any of the covenants or agreements contained in Section 5 of this Agreement, and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, continuation of the same unremedied for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is thereof shall have been given to Lessee Borrower by LessorLender, unless Lessor shall agree in writing to an extension of provided, however, that if any such time prior to its expiration; provided that, if the failure stated in the notice canevent is something which may not be corrected cured within the applicable periodthirty (30) days, Lessor will not unreasonably withhold its consent there shall be no event of default if Borrower commence action to an extension of remedy such time if corrective action is instituted by Lessee event within the applicable period thirty (30) days, and continues to proceed diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee and in or pursuant good faith to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when maderemedy such event; (d) Lessee shall (i) apply for Default by Borrower in the observance or consent to performance of any other covenant or agreement contained in the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part Loan Documentation and the continuance of the assets same unremedied for a period of Lesseethirty (30) days after notice thereof shall have been given to Borrower by Lender; (e) Any of the Loan Documentation under this Agreement shall, except with the prior consent of Lender, for any reason cease to be in full force and effect; (iif) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit Filing by Borrower of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization reorganization, arrangement, readjustment of its debts or an arrangement with creditors for any other relief under the Bankruptcy Act, as amended, or taking advantage of under any other insolvency law act or law, state or federal, now or hereafter existing, or any answer admitting the material allegations of a action by Borrower indicating their consent to, approval of, or acquiescence in, any such petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An orderthe application by Borrower or the appointment by consent or acquiescence of, judgment a receiver or decree shall be entered by any court trustee of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of Borrower for all or a substantial part of their property; the assets making by Borrower or Dalebout of Lesseean assignment for the ▇▇▇▇▇▇▇ of creditors; the admission of Borrower in writing of its inability to pay their debts as they mature; (g) Filing of an involuntary petition against Borrower in bankruptcy or seeking reorganization, arrangement, readjustment of its debts or for any other relief under the Bankruptcy Act, as amended, or under any other insolvency act or law, state or federal, now or hereafter existing; or the involuntary appointment of a receiver or trustee of Borrower or for all or a substantial part of their property; or the issuance of a warrant of attachment, execution or similar process against any substantial part of the property of Borrower; and the continuance of any of such events for sixty (60) days undismissed, unbonded or undischarged; (h) All or any substantial part of the property of Borrower shall be condemned, seized or otherwise appropriated, or custody or control of such property shall be assumed by any governmental agency or any court of competent jurisdiction at the instance of any governmental agency without just compensation or payment of value therefor and shall be retained for a period of thirty (30) days such that, in each case without its applicationthe reasonable estimation of Lender, approval a substantial impairment of the Collateral results; (i) The issuance of a writ of attachment, or consentexecution or garnishment or warrant of distraint against all or any substantial part of the Collateral which continues unstayed and unreleased for a period of sixty (60) days; Then, and in any such orderevent, judgment Lender may, by notice of default given to Borrower; (1) terminate forthwith the Borrower's rights under the Loan Agreement; and/or (2) declare the Notes outstanding hereunder to be forthwith due and payable, whereupon the principal amount of the outstanding Notes together with accrued interest thereon, shall become immediately due and payable without presentment, demand, protest or decree shall continue unstayed other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Note to the contrary notwithstanding; and/or (3) proceed to enforce any of its remedies under the Loan Documentation, including this Agreement, and in effect for the Security Agreement. All parties hereto do agree that this Loan Agreement is entered into along with the other Documents including the Notes and the Security Agreement, and further, all parties hereto do acknowledge that a default under any period one of 60 consecutive daysthe above documents including the Documents constitutes an event of default under all of the other Documents including those listed above and this Agreement.

Events of Default Defined. Any of the The following shall each constitute an “"Event of Default” under a Property Schedule" hereunder: (a) Failure the failure of the Company to make any payment of (i) principal of this Note when due and payable and such failure shall continue for five (5) or more days and (ii) interest on this Note when due and payable and such failure shall continue for thirty (30) or more days, whether or not such payment is prohibited by Lessee to pay any Lease Payment under the Property Schedule subordination provisions of this Note or other payment required to be paid with respect thereto at the time specified thereinPurchase Agreement; (b) Failure by Lessee the failure of the Company to observe and or perform any covenantcovenant in this Note or in the Purchase Agreement, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, and such failure shall have continued unremedied for a period of thirty sixty (3060) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; as provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension last paragraph of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is correctedthis Section 5; (c) Any statementa default occurs (after giving effect to any applicable grace periods or any extension of any maturity date) in the payment when due of principal of, representation or warranty made an acceleration of, any indebtedness for money borrowed by Lessee in the Company or pursuant any of its Subsidiaries (other than an Unrestricted Subsidiary (as defined below) which is not a Significant Subsidiary and provided there is no recourse against the Company or any other Subsidiary with respect to the Property Schedule obligations of such Unrestricted Subsidiary arising as a result of such default) in excess of $2 million, individually or its executionin the aggregate, delivery if such indebtedness is not discharged, or performance shall prove to have been falsesuch acceleration is not annulled, incorrect, misleading or breached within 30 days after written notice as provided in any material respect on the date when madelast paragraph of this Section 5; (d) Lessee shall the Company or any of its Significant Subsidiaries, pursuant to or within the meaning of any Bankruptcy Law: (i) apply commences a voluntary case, (ii) consents to the entry of an order for or consent relief against it in an involuntary case, (iii) consents to the appointment of a receiver, trustee, custodian Custodian of it or liquidator of Lessee, or of for all or a substantial part substantially all of the assets of Lesseeits property, and such Custodian is not discharged within 30 days, (iiiv) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make makes a general assignment for the benefit of its creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or or (v) file a voluntary petition admits in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting writing that it is generally unable to pay its debts as the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; orsame become due; (e) An order, judgment or decree shall be entered by any a court of competent jurisdiction, approving jurisdiction enters and order or decree under any Bankruptcy Law that: (i) is for relief in any involuntary case against the Company or any Significant Subsidiary, (ii) appoints a petition Custodian of the Company or appointing a receiver, trustee, custodian any Significant Subsidiary or liquidator of Lessee or of for all or a substantial part substantially all of the assets property of Lesseethe Company or any Significant Subsidiary, or (iii) orders the liquidation of the Company or any Significant Subsidiary, and, in each case without its applicationcase, approval or consent, and such order, judgment the order or decree shall continue remains unstayed and in effect for any period of 60 consecutive days.

Events of Default Defined. Any The following shall be “events of default” under this Agreement and the terms “events of default” and “default” shall mean, whenever they are used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents: (a) Failure Subject to Section 4.2 hereof, failure by Lessee the School District to pay any Lease Acquisition Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein;hereunder when due. (b) Failure by Lessee the School District to observe and perform any warranty, covenant, condition or agreement on its part to be observed or performed herein or otherwise with respect to the Property Schedule, hereto other than as referred to in subparagraph clause (a) aboveof this Section, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is has been given to Lessee the School District by Lessorthe Lender; provided, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided thathowever, that if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time period and if corrective action is instituted by Lessee the School District within the applicable period and diligently pursued until pursued, the default School District shall have such additional period of time to correct the failure as shall be necessary to correct such failure so long as such correction is corrected;diligently pursued. (c) Any statement, representation The School District becomes insolvent or warranty made by Lessee in the subject of insolvency proceedings; or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lesseeis unable, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit admits in writing its inability generally inability, to pay its debts as they become due, (iii) make mature; or makes a general assignment for the benefit of creditors, (iv) have creditors or to an order for relief entered against it under applicable federal bankruptcy law, agent authorized to liquidate any substantial amount of its property; or (v) file a voluntary petition in bankruptcy or files a petition or other pleading seeking reorganization, composition, readjustment or liquidation of assets, or requesting similar relief; or applies to a court for the appointment of a receiver for it or for the whole or any part of its property; or has a receiver or liquidator appointed for it or for the whole or any part of its property (with or without the consent of the School District) and such receiver is not discharged within ninety (90) consecutive days after his appointment; or becomes the subject of an “order for relief” within the meaning of the United States the Bankruptcy Code; or files an answer seeking reorganization to a creditor’s petition admitting the material allegations thereof for liquidation, reorganization, readjustment or an composition or to effect a plan or other arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a fails to have such petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.dismissed within sixty

Events of Default Defined. (a) Any of the following shall will constitute an “Event of Default” under a Property Schedulethis Lease: (a1) Failure by Lessee the City to pay any Lease Payment under the Property Schedule or other payment required Basic Rent pursuant to be paid with respect thereto Section 4.01 hereof at the time specified therein; (b2) Failure by Lessee the City to make any Supplemental Rent Payment when due and the continuance of such failure for ten days after written notice specifying such failure and requesting that it be remedied is given to the City by the Trustee; (3) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedulehereunder, other than as referred to in subparagraph (a1) or (2) above, for a period of thirty (30) 30 days after written notice specifying such failure and requesting that it be remedied is given to Lessee the City by Lessorthe Trustee, unless Lessor shall the Trustee will agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor the Trustee will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee the City within the applicable period and diligently pursued until the default is corrected; (c4) Any statement, representation or warranty made by Lessee the City in or pursuant to the Property Schedule Base Lease, the Tax Compliance Agreement or its this Lease or the execution, delivery or performance shall prove thereof proves to have been false, incorrect, misleading or breached in any material respect on the date when made; (d5) Lessee shall (i) apply Any provision of this Lease or the Base Lease at any time for or consent any reason ceases to be valid and binding on the appointment of a receiver, trustee, custodian or liquidator of LesseeCity, or is declared null and void, or the validity or enforceability thereof is contested by the City or any governmental agency or authority if the loss of all such provision would materially adversely affect the rights or a substantial part security of the assets of Lessee, Trustee; or (ii6) be unable, fail The City becomes insolvent or admit admits in writing its inability generally to pay its debts as they become duemature or applies for, (iii) make consents to, or acquiesces in the appointment of a general assignment trustee, receiver or custodian for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all City or a substantial part of its property; or in the assets absence of Lessee, in each case without its such application, approval consent or consentacquiescence, a trustee, receiver or custodian is appointed by the City or a substantial part of its property and such orderis not discharged within 60 days; or any bankruptcy, judgment reorganization, debt arrangement, moratorium or decree shall continue unstayed and any proceeding under bankruptcy or insolvency law, or any dissolution or liquidation proceeding, is instituted by or against the State and, if instituted against the City, is consented to or acquiesced in effect for any period of by the City or is not dismissed within 60 consecutive days. (b) Failure of the City to comply with the Continuing Disclosure Certificate will not be an Event of Default under this Lease.

Events of Default Defined. Any The entire unpaid principal amount of this Note, together with interest thereon shall, on written notice to the Company given by the holders of this Note, forthwith become and be due and payable if any one or more the following events ("Events of Default") shall constitute an “have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or be affected or come about by operation of law pursuant to or in compliance with any judgment, decree, or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing. An Event of Default” under a Property ScheduleDefault shall occur: (ai) Failure by Lessee to pay any Lease Payment under if failure shall be made in the Property Schedule payment of the principal or other payment required to be paid with respect thereto at interest on the time specified therein; (b) Failure by Lessee to observe Note when and perform any covenant, condition or agreement on its part to be observed or performed with respect to as the Property Schedule, other than as referred to in subparagraph (a) above, same shall become due and such failure shall continue for a period of five (5) business days after such payment is due; or (ii) if the Company shall violate or breach any of the representations, warranties and covenants contained in the Note or the Agreement and such violation or breach shall continue for thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expirationbreach shall been received by the Company from the Holder; provided that, or (iii) if the failure stated Company or any Significant Subsidiary (which term shall mean any subsidiary of the Company which would be considered a significant subsidiary, as defined in Rule 1-02 of Regulation S-X of the notice cannot be corrected within Securities and Exchange Commission (the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c"Commission") Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its executionSecurities Act of 1933, delivery or performance as amended (the "Securities Act")) shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian trustee or liquidator of Lessee, itself or of all or a substantial part of the assets of Lesseeits property, (ii) be unable, fail or shall admit in writing its inability generally to pay its debts generally as they become due, (iii) or shall make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) shall file a voluntary petition in bankruptcy or a petition bankruptcy, or an answer seeking reorganization in a proceeding under any bankruptcy law (as now or hereafter in effect) or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee the Company or any Significant Subsidiary, in any bankruptcysuch proceeding, or shall by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy or other similar law providing for the reorganization or insolvency proceedingwinding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, or shall, in a petition in bankruptcy filed against it or them be adjudicated a bankrupt, or the Company or any Significant Subsidiary or their directors or a majority of its stockholders shall vote to dissolve or liquidate the Company or any Significant Subsidiary other than a liquidation involving a transfer of assets from a Subsidiary to the Company or another Subsidiary; or (eiv) An if an involuntary petition shall be filed against the Company or any Significant Subsidiary seeking relief against the Company or any Significant Subsidiary under any now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, and such petition shall not be vacated or set aside within ninety (90) days from the filing thereof; or (v) if a court of competent jurisdiction shall enter an order, judgment or decree shall be entered by appointing, without consent of the Company or any court of competent jurisdictionSignificant Subsidiary, approving a petition or appointing a receiver, trustee, custodian trustee or liquidator of Lessee the Company or any Significant Subsidiary, or of all or a any substantial part of the assets property of Lesseethe Company or any Significant Subsidiary, in each case without its applicationor approving a petition filed against the Company or any Significant Subsidiary seeking a reorganization or arrangement of the Company or any Significant Subsidiary under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, approval or consent, any substantial part of the property of the Company or any Significant Subsidiary shall be sequestered; and such order, judgment or decree shall continue unstayed not be vacated or set aside within ninety (90) days from the date of the entry thereof; or (vi) if, under the provisions of any law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Company or any Significant Subsidiary or of all or any substantial part of the property of the Company or any Significant Subsidiary and in effect for any period such custody or control shall not be terminated within ninety (90) days from the date of 60 consecutive daysassumption of such custody or control.

Events of Default Defined. Any of the following events shall constitute an “Event of Default” under a Property Schedulethis Agreement: (a) Failure by Lessee to (i) pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto at under this Agreement within ten (10) days after the time date when due as specified thereinherein, (ii) maintain insurance as required herein, or (iii) observe and perform any covenant, condition or agreement on its part to be observed or performed under Section 2.01(k), [2.01(m)] 2.01(r), 2.01(u), 2.01(w), [5.03,] 6.01 or 6.02 hereof; (b) Failure by Lessee to observe and perform any covenant, condition or agreement contained in this Agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule this Agreement or its execution, delivery or performance shall prove to have been false, incorrect, misleading misleading, or breached in any material respect on the date when made; (d) Any default occurs under any other agreement for borrowing money, lease financing of property or otherwise receiving credit under which Lessee is an obligor, if such default (i) arises under any other agreement for borrowing money, lease financing of property or provision of credit provided by Lessor or any affiliate of Lessor, or (ii) arises under any obligation for governmental funds (other than enterprise revenues specifically and solely pledged to the repayment of other obligations) under which there is outstanding, owing or committed an aggregated amount in excess of $1,000,000 in each case under which the Lessee is an obligor, and such default remains uncured following the applicable cure period, if any, and either (1) arises from a failure to pay any amounts due with respect to such agreement for borrowing money, lease financing of property or provision of credit and/or (2) causes or permits amounts to become immediately due and payable in full as a result of such default. In event of a default under this 12.01(d), prior to exercising any remedies under Section 12.02 of this Agreement, the Lessor shall enter into good faith negotiations with Lessee to ensure the continued payment of Rental Payments and performance of Lessee’s obligations under this Agreement; (e) Lessee shall (i) apply for for, or consent to to, the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization reorganization, moratorium or insolvency proceeding; or; (ef) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of for Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 thirty (30) consecutive days; (g) Any Pole Agreement shall be terminated (whether by ▇▇▇▇▇▇, the Pole Owner or otherwise) for any reason whatsoever prior to such time as full and marketable title in the Equipment purchased thereunder has passed to and vested in Lessee; or (h) Any license granted pursuant to any Pole Agreement and relating to any Equipment shall be canceled, terminated, suspended, revoked or otherwise not in full force and effect at any time during the Lease Term.

Events of Default Defined. Any The following shall be “events of default” under this Agreement and the term “events of default” shall mean, whenever they are used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents: (a) Failure by Lessee the Company to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under subsections (a) and (e) of Section 5.1 hereof which results in failure to pay principal of, premium or interest on or the time specified therein;purchase price of the 2005 Series A Bonds, and such failure shall cause an event of default under the Indenture. (b) Failure by Lessee Company to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) aboveof this Section, for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee Company by LessorIssuer or Trustee, unless Lessor Issuer and Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor Issuer and Trustee will not unreasonably withhold its their consent to an extension of such time if such failure is capable of being cured and corrective action is instituted by Lessee Company within the applicable period and is being diligently pursued until the default is corrected;pursued. (c) Any statementAll bonds outstanding under the First Mortgage Indenture shall, representation if not already due, have become immediately due and payable whether by declaration of the First Mortgage Trustee or warranty made by Lessee in or pursuant to the Property Schedule or its executionotherwise, delivery or performance and such acceleration shall prove to not have been false, incorrect, misleading rescinded or breached in any material respect on annulled by the date when made;First Mortgage Trustee. (d) Lessee An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Company, or of a substantial part of the property or assets of Company, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Company or for a substantial part of the property or assets of Company or (iii) the winding-up or liquidation of Company; and such proceeding or petition shall continue undismissed or unstayed for 90 days or an order or decree approving or ordering any of the foregoing shall be entered. (e) Company shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (d) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian custodian, sequestrator, conservator or liquidator of Lessee, similar official for Company or of all or for a substantial part of the property or assets of LesseeCompany, (iiiv) be unable, fail or admit file an answer admitting the material allegations of a petition filed against it in writing its inability generally to pay its debts as they become dueany such proceeding, (iiiv) make a general assignment for the benefit of creditors, (ivvi) have an order for relief entered against it under applicable federal bankruptcy lawbecome unable, admit in writing its inability or fail generally to pay its debts as they become due or (vvii) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage take any action for the purpose of effecting any insolvency law or any answer admitting of the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; orforegoing. (ef) An order, judgment or decree shall be entered by any court The occurrence of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator an Event of Lessee or of all or a substantial part of Default under the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysIndenture.

Events of Default Defined. Any Subject to the provisions of Section 8, any of the following shall constitute an will be “Event Events of Default” under a Property Schedulethis Agreement: (a) Failure by Lessee to pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto hereunder at the time specified thereinherein; (b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph (a) aboveSection 35(a), for a period of thirty (30) 30 days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee by Lessor, unless Lessor shall will agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule this Agreement or its execution, delivery or performance shall will prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Any provision of this Agreement will at any time for any reason cease to be valid and binding on Lessee, or will be declared to be null and void, or the validity or enforceability thereof will be contested by Lessee shall or any governmental agency or authority if the loss of such provision would materially adversely affect the rights or security of Lessor, or Lessee will deny that it has any further liability or obligation under this Agreement; (e) Lessee will (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (ef) An order, judgment or decree shall will be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall will continue unstayed and in effect for any period of 60 30 consecutive days.

Events of Default Defined. Any The Company shall be in default for purposes of this Article XIII if any of the following shall constitute an “Event events ("Events of Default” under a Property Schedule") shall occur and shall not have been remedied within any applicable period of time: (a) Failure by Lessee Within fifteen (15) days after the same shall be due, failure to pay any Lease Payment under principal or interest on the Property Schedule Note or other payment required to be paid with respect thereto at the time specified thereinany Advance thereunder; (b) Failure The Company defaults in the performance of or breaches or disputes the applicability to it or the validity as against it of any of the provisions of this Agreement, the Note, or any other agreement with Sarkat; (c) Any representation or warranty made by Lessee to observe and perform the Company in this Agreement or in connection with any borrowing hereunder, or in any certificate, financial statement or other statement furnished by the Company pursuant hereto, is untrue in any material respect at the time when made; (d) Default by the Company in the observance or performance of any covenant, condition condition, or agreement on term contained in this Agreement or any instrument delivered herewith, or default by the Company of any other obligation in favor of or with Sarkat; (e) Filing by the Company or any Affiliate of the Company of a voluntary petition in bankruptcy or a voluntary petition or any answer seeking reorganization, arrangements, readjustment of its debts or for any other relief under the Bankruptcy Code, as amended, or under any other insolvency act or law, state or federal, now or hereafter existing, or any action by the Company indicating its consent to, approval of or acquiescence in any such petition or proceedings; the application of the Company for, or the appointment by consent or acquiescence of, a receiver or trustee of the Company or for all or a substantial part of its properties; the making by the Company of an assignment for the benefit of creditors; the admission of the Company in writing of its inability to be observed pay its debts as they may mature; (f) Filing an involuntary petition against the Company in bankruptcy seeking reorganization, arrangements, readjustment of its debts or performed with respect to for any other relief under the Property ScheduleBankruptcy Code, as amended, or under any other than as referred to in subparagraph (a) aboveinsolvency act or law, state or federal, now or hereafter existing, if such petition or proceeding remains undismissed for a period of thirty (30) days after written notice specifying such failure and requesting that it the same shall be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expirationfiled; provided that, if or the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the involuntary appointment of a receiver, trustee, custodian receiver or liquidator trustee of Lessee, or of the Company for all or a substantial part of its property; or the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations issuance of a petition filed warrant of attachment, execution or similar process against Lessee in any bankruptcy, reorganization or insolvency proceedingsubstantial part of the properties of the Company; or (eg) An orderAny money judgment, judgment writ, warrant of attachment, or decree shall be similar process is entered by or filed against the Company or any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the Company's property or other assets and is not vacated within the earlier of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any (i) a period of 60 consecutive daysfifteen (15) days or (ii) before five (5) days prior to the date of any proposed sale thereunder.

Events of Default Defined. A. Any material violation or breach by Enterprise or Hercules in the due performance of, or compliance with, any of its obligations under this Agreement and/or the Propylene Sales Agreement shall constitute an "Event of Default" or "Default" under this Agreement if, after the other party hereto shall have given the defaulting party written notice thereof, specifying with particularity the condition, act, omission or course of conduct asserted to constitute such material violation or breach, the defaulting party, within 60 days of such notice, has not cured, corrected or eliminated the asserted violation or breach or, if the asserted violation or breach cannot be corrected within such 60 day period, the defaulting party has not instituted corrective action within the applicable period and/or thereafter diligently pursued such action until the default is cured, corrected or eliminated, in all events not more than 120 days from the date of the violation or breach. B. For purposes of the provisions of paragraph A, next above, without limiting the generality of the same, a material violation or breach shall, except as specifically provided in this Agreement or agreed to by Enterprise and Hercules, be deemed to include any of the following shall constitute an “Event of Default” under a Property Scheduletransactions by or caused by either party hereto: (a1) Failure by Lessee except as may otherwise be permitted under this Agreement, the sale of any property constituting a part of the Plant and/or Pipeline Systems or the sale of any undivided interest of Enterprise or Hercules in the Plant and/or Pipeline Systems; (2) failure of Enterprise to produce and deliver Polymer Grade Propylene, because of disability under Section 12.3, in quantities sufficient to meet at least 80% of Hercules' then current requirements under the Propylene Sales Agreement (which shall be deemed not to exceed, on a monthly basis, the average of Hercules' actual receipts from Enterprise over the 6-month period preceding the disability under Section 12.3) and Enterprise's failure to deliver at such level continues for a period which constitutes an Event of Default or which would constitute an Event of Default but for the requirement that notice be given; (3) failure of Hercules to take delivery of at least 80% of the Polymer Grade Propylene tendered under the Proloylene Sales Agreement (which shall be deemed not to exceed, on a monthly basis, the average of Hercules' actual receipts from Enterprise over the 6-month period preceding the disability under Section 12.3), because of a disability under Section 12.3, and such failure continues for a period which constitutes an Event of Default but for the requirement that notice be given; and/or (4) failure of Enterprise to pay any Lease Payment under the Property Schedule or other payment rents and/or additional rents required to be paid with respect thereto under this Agreement at the time times specified therein; herein and continuing, (bi) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to in the Property Schedule, other than as referred to in subparagraph (a) abovecase of rent, for a period of thirty (30) 20 days after written notice specifying such failure and requesting that it be remedied is given to Lessee Enterprise by LessorHercules that the payment referred to in such notice has not been received, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated and (ii) in the notice cannot be corrected within the applicable periodcase of additional rents, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within for the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee specified in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysparagraph 10.

Events of Default Defined. Any of the following shall constitute be an “Event of Default” under a Property Schedulethis Lease: (a) Failure by the Lessee to pay any Lease Payment under the Property Schedule or other payment Base Rentals required to be paid with respect thereto at under Section 4.l(a) hereof within five days after the time times specified thereinin Section 4.l(a) hereof as the respective due dates therefor; (b) Failure by the Lessee to observe and perform pay any covenant, condition or agreement on its part to be observed or performed with respect to Additional Rentals during the Property Schedule, other than as referred to in subparagraph (a) above, term of this Lease for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is shall be received by the Lessee from the Lessor or the appropriate office as designated by the payees entitled to receive the Additional Rentals; (c) Failure by the Lessee to observe and perform any covenant, condition, or agreement herein on its part to be observed or performed, other than as referred to in Sections 14.l(a) and 14.l(b) hereof, for a period of thirty (30) days after written notice, specifying such failure and requesting that it be remedied, shall have been given to the Lessee by the Lessor, unless the Lessor shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, that if the failure stated in the notice cannot be corrected within the applicable period, the Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant . The foregoing provisions of this Section 14.1 are subject to the Property Schedule or its executionlimitation that if, delivery or performance shall prove to have been falseby reason of Force Majeure (as such term is hereinafter defined), incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for be unable in whole or consent in part to carry out any agreement on its part herein contained, other than the appointment obligations of a receiverthe Lessee contained in Article 4 hereof, trusteethe Lessee shall not be deemed in default during the continuance of such inability. The Lessee agrees, custodian however, to remedy with all reasonable dispatch the cause or liquidator causes preventing the Lessee from carrying out its agreement. As used herein the term "Force Majeure" shall mean, without limitation, the following: acts of LesseeGod; strikes; lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States of America or the State of Georgia or any of their departments, agencies or officials, or any civil or military authority; insurrections; riots; epidemics; landslides; lightning; earthquakes; fire; storms; floods; washouts; droughts; arrests; restraints of all government and people; civil disturbances; explosions; partial or a substantial part entire failure or unavailability of utilities; or any other cause or event not reasonably within the control of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.

Events of Default Defined. Any one or more of the following shall constitute events constitutes an “Event of Default” under a Property ScheduleDefault hereunder: (a) Failure by Lessee the City to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto hereunder at the time specified therein;herein. (b) Failure by Lessee the City to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedulehereunder, other than as referred to in subparagraph the preceding clause (a) aboveof this Section, for a period of thirty (30) 30 days after written notice specifying such failure and requesting that it be remedied is has been given to Lessee the City by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided thatthe Authority. However, if in the reasonable opinion of the City the failure stated in the notice cancan be corrected, but not be corrected within the applicable such 30-day period, Lessor will the Authority shall not unreasonably withhold its their consent to an extension of such time (for a period not to exceed 60 days) if corrective action is instituted by Lessee the City within the applicable such 30-day period and diligently pursued until the default is corrected;. (c) The filing by the City of a voluntary petition in bankruptcy, or failure by the City promptly to lift any execution, garnishment or attachment, or adjudication of the City as a bankrupt, or assignment by the City for the benefit of creditors, or the entry by the City into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City in any proceedings instituted under the provisions of the Federal Bankruptcy Code, as amended, or under any similar federal or State act now existing or which may hereafter be enacted. (d) Any statement, representation or warranty made by Lessee the City in or pursuant to the Property Schedule this Lease Agreement or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or. (e) An orderAny default occurs under any other agreement for borrowing money, judgment lease financing of property or decree shall otherwise receiving credit under which the City is an obligor, if such default (i) arises under any other agreement for borrowing money, lease financing of property or provision of credit provided by the Authority or any affiliate of the Authority, or (ii) arises under any obligation under which there is outstanding, owing or committed an aggregated amount in excess of $2,000,000. (f) Any default by the City to observe any covenant, condition or agreement on its part to be entered by any observed or performed under the Site Lease. (g) Any court of competent jurisdiction, approving a petition jurisdiction shall find or appointing a receiver, trustee, custodian rule that the Site Lease or liquidator of Lessee this Lease Agreement is not valid or of all or a substantial part of binding against the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree City. (h) Any Material Adverse Effect shall continue unstayed and in effect for any period of 60 consecutive daysexist.

Events of Default Defined. Any one of the following which occurs and continues shall constitute an “Event of Default” under a Property Schedulepursuant to this Agreement: (a) Failure failure by Lessee the Company to pay any Lease Payment under the Property Schedule or other payment required cause to be paid with respect thereto at any Repayment Installment when due which failure results in an Event of Default under subparagraph (a) or (b) of Section 8.01 of the time specified therein;Indenture; or (b) Failure failure by Lessee the Company to pay or cause to be paid the Purchase Price of a Bond when due which failure constitutes an Event of Default under subparagraph (c) of Section 8.01 of the Indenture; or (c) failure by the Company to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedulein this Agreement, other than as referred to in subparagraph subparagraphs (a) and (b) above, for a period of thirty (30) 90 days after written notice notice, specifying such failure and requesting that it be remedied is remedied, given to Lessee the Company by Lessorthe Trustee or to the Company and the Trustee by the Issuer, unless Lessor the Issuer and the Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor the Issuer and the Trustee will not unreasonably withhold its their consent to an extension of such time period if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default failure is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;; or (d) Lessee a proceeding or case shall be commenced, without the application or consent of the Company, in any court of competent jurisdiction seeking (i) apply liquidation, reorganization, dissolution, winding-up or composition or adjustment of debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of the Company or of all or any substantial part of its assets, or (iii) similar relief under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, and such proceeding or cause shall continue undismissed, or an order, judgment, or decree approving or ordering any of the foregoing shall be entered and shall continue in effect for a period of 90 days; or an order for relief against the Company shall be entered against the Company in an involuntary case under the Bankruptcy Code (as now or hereafter in effect) or other applicable law; or (e) the Company shall admit in writing its inability to pay its debts generally as they become due or shall file a petition in voluntary bankruptcy or shall make any general 4819-0944-7237.6 assignment for the benefit of its creditors, or shall consent to the appointment of a receiver, trustee, custodian receiver or liquidator of Lessee, or trustee of all or a substantial part substantially all of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy lawproperty, or (v) file shall commence a voluntary petition case under the Bankruptcy Code (as now or hereafter in bankruptcy effect), or shall file in any court of competent jurisdiction a petition or an answer seeking reorganization or an arrangement with creditors or taking to take advantage of any insolvency other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, or shall fail to controvert in a timely or appropriate manner, or acquiesce in writing to, any answer admitting the material allegations of a petition filed against Lessee it in any bankruptcy, reorganization an involuntary case under such Bankruptcy Code or insolvency proceedingother applicable law; or (ef) An orderdissolution or liquidation of the Company; provided that the term “dissolution or liquidation of the Company” shall not be construed to include the cessation of the corporate existence of the Company resulting from a combination, judgment consolidation or decree shall be entered by any court merger of competent jurisdiction, approving the Company into or with another Person or a petition dissolution or appointing liquidation of the Company following a receiver, trustee, custodian or liquidator of Lessee or transfer of all or a substantial part substantially all of its assets as an entity, under the conditions permitting such actions contained in Section 5.1 hereof; or (g) an Event of Default under the Indenture. The provisions of Section 6.1(c) are subject to the limitation that the Company shall not be deemed in default if and so long as such failure is the result of Force Majeure. The Company agrees, however, to use commercially reasonable efforts to remedy the cause or causes preventing the Company from carrying out its agreements; provided that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the assets Company and the Company shall not be required to make settlement of Lesseestrikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is in each case without its application, approval or consent, and such order, the sole judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysthe Company unfavorable to the Company.

Events of Default Defined. Any one of the following shall constitute be an “Event of Default” Default under a Property Schedulethis Loan Agreement: (a) Failure by Lessee the Governmental Unit to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under this Loan Agreement on the time specified therein;date on which it is due and payable; or (b) Failure by Lessee the Governmental Unit to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleunder this Loan Agreement, other than as referred to in subparagraph paragraph (a) above), for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee the Governmental Unit by Lessorthe Finance Authority or its designee, if any, unless Lessor the Finance Authority or its designee, as applicable, shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice can be wholly cured within a period of time not materially detrimental to the rights of the Finance Authority or its designee but cannot be corrected cured within the applicable thirty (30) day period, Lessor the Finance Authority or its designee will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee the Governmental Unit within the applicable period and diligently pursued until the default failure is corrected;; and provided, further, that if by reason of force majeure the Governmental Unit is unable to carry out the agreements on its part herein contained, the Governmental Unit shall not be deemed in default under this paragraph (b) during the continuance of such inability (but force majeure shall not excuse any other Event of Default); or (c) Any statementwarranty, representation or warranty made other statement by Lessee or on behalf of the Governmental Unit contained in this Loan Agreement or pursuant in any instrument furnished in compliance with or in reference to the Property Schedule this Loan Agreement is false or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;respect; or (d) Lessee A petition is filed against the Governmental Unit under any bankruptcy, moratorium, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within thirty (30) days after such filing, but the Finance Authority shall have the right to intervene in the proceedings to protect the Finance Authority’s interests; or (ie) apply for The Governmental Unit files a petition in voluntary bankruptcy or consent seeking relief under any provision of any bankruptcy, moratorium, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the appointment filing of a receiver, trustee, custodian any petition against it under any such law; or, (f) The Governmental Unit admits insolvency or liquidator of Lessee, bankruptcy or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due or is generally not paying its debts as such debts become due, (iii) make a general or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcycustodian (including, reorganization or insolvency proceeding; or (e) An orderwithout limitation, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, liquidator or trustee, custodian or liquidator of Lessee or of all or a substantial part ) of the assets Governmental Unit for any of Lessee, in each case without its application, approval property is appointed by court order or consent, takes possession thereof and such order, judgment or decree shall continue unstayed and order remains in effect or such possession continues for any period of 60 consecutive more than thirty (30) days, but the Finance Authority shall have the right to intervene in the proceedings to protect its interests.

Events of Default Defined. Any Acceleration of Maturity. If any one or more of the following shall constitute an “Event events ("Events of Default” under a Property Schedule") shall have occurred: (a) Failure by Lessee the Borrower shall (i) default, and such default shall continue for five or more days, in the payment when due of any principal or interest on the Note or (ii) fail to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein;amounts owing hereunder for five days after receiving notice thereof; or (b) Failure by Lessee default shall occur in the observance or performance of any of the other covenants or agreements of the Borrower contained in this Agreement or the Related Agreements which is not remedied within 30 days after notice thereof to observe the Borrower; or (c) any default shall occur in the terms governing Indebtedness of the Borrower and perform such default remains uncured beyond any covenant, condition applicable cure or agreement on its part grace period or the holder or holders of such Indebtedness has declared the unpaid balance thereof to be observed due and payable; or (d) the Borrower shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled "Bankruptcy," as now or performed with respect hereafter in effect, or any successor thereto (the "Bankruptcy Code"); or an involuntary case is commenced against the Borrower and the petition is not stayed within 30 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of the Borrower; or the 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 the Property Schedule, other than as referred to in subparagraph (a) above, Borrower any such proceeding which remains undismissed for a period of thirty (30) days after written notice specifying 60 days; or the Borrower is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such failure and requesting that it be remedied case or proceeding is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expirationentered; provided that, if or the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in Borrower suffers any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, any custodian or liquidator of Lessee, the like for it or of all or a any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make Borrower makes a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law ; or any answer admitting corporate action is taken by the material allegations Borrower for the purpose of a petition filed against Lessee in effecting any bankruptcy, reorganization or insolvency proceedingof the foregoing; or (e) An orderany representation, judgment warranty or decree certification made by the Borrower or any of its officers in this Agreement, in any Related Agreement or in any certificate, report, financial statement, or other instrument delivered under or pursuant to any provision hereof or thereof shall prove to have been false or incorrect in any material respect on the date or dates as of which they were made and shall remain false or incorrect for 30 days after notice thereof to the Borrower; then, when any Event of Default described in clauses (a), (b), (c), or (e) above has occurred and shall be entered by any court of competent jurisdictioncontinuing, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part the principal of the assets Note and the interest accrued thereon and all other amounts due hereunder (the "other payments") shall forthwith become and be due and payable, if not already due and payable, without presentment, further demand or notice of Lesseeany kind. When any Event of Default described in clause (d) above has occurred, then the principal of the Note, the interest accrued thereon and the other payments shall immediately become due and payable, upon the occurrence thereof, without presentment, demand, or notice of any kind. If any principal, installment of interest or other payment is not paid in each case without its applicationfull on the due date thereof (whether by maturity, approval prepayment, or consentacceleration) or any Event of Default has occurred and is continuing, then the outstanding principal balance of the Note, any overdue installment of interest (to the extent permitted by applicable law), including interest accruing after the commencement of any proceeding under any bankruptcy or insolvency law, and all other payments will bear interest from the due date of such orderpayment, judgment or decree from and after an Event of Default, at a rate equal to the interest rate applicable to the Note plus 5% ("Default Rate"). If payment of the Note is accelerated, then the outstanding principal balance thereof shall continue unstayed bear interest at the Default Rate from and in effect for any period after the Event of 60 consecutive daysDefault.