Common use of Events of Defaults Clause in Contracts

Events of Defaults. The Holder is hereby authorized to declare all or any part of the entire outstanding Principal Indebtedness of this Note plus all Interest accrued thereon (the “Indebtedness”) immediately due and payable upon the occurrence of any of the following events (each, an “Event of Default”): (a) the failure of Borrower or any Guarantor to pay the First Installment Payment by or the First Installment Payment Date or the entire unpaid Principal Indebtedness of this Note and all accrued Interest hereon on the Final Maturity Date, time being of the essence to all payments due hereunder; or (b) the breach by Borrower or any Guarantor of any material covenant or agreement on its part to be performed under the Purchase Agreement or any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement, which breach, if capable of being cured, is not cured by Borrower within thirty (30) days after written notice of such breach describing in reasonable detail the nature of the alleged breach has been given by Holder to Borrower and the Guarantors; or (c) the filing by Borrower or any Guarantor of any petition for relief under the United States Bankruptcy Code or any similar federal or state statute, or Borrower’s or Guarantor’s consent to or acquiescence in any such filing by a third party, or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (d) the making by Borrower or any Guarantor of an application for the appointment of a custodian, trustee or receiver for, or of a general assignment for the benefit of creditors by, Borrower, or Borrower’s consent to or acquiescence in any such application by a third party or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (e) the insolvency of Borrower or any Guarantor or the failure of Borrower or any Guarantor generally to pay its debts as such debts become due; or (f) the dissolution, winding up, or termination of the business or cessation of operations of Borrower or Guarantor (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower or Guarantor pursuant to the provisions of Borrower’s charter documents), or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (g) the occurrence of any “Event of Default” under and as defined in any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement that has not been cured within any applicable cure period or waived by the Holder.

Events of Defaults. The Holder is hereby authorized to declare all or any part of the entire outstanding Principal Indebtedness of this Note plus all Interest accrued thereon (the “Indebtedness”) immediately due and payable upon the occurrence of any Each of the following events (each, shall be an “Event of Default”):------------------ Default hereunder: (a) the failure of Subject to notice to Borrowers and ten (10) days to cure, if any Borrower shall fail to pay when due any principal or interest or any Guarantor other sum payable to pay the First Installment Payment by Lender hereunder or under the First Installment Payment Date or the entire unpaid Principal Indebtedness of this Note and all accrued Interest hereon on the Final Maturity Date, time being of the essence to all payments due hereunderother Loan Documents; or (b) Subject to notice to Borrowers and thirty (30) days to cure, if any Borrower shall default in the breach observance or performance of any covenants or agreements contained in this Agreement or the other Loan Documents; or (c) If any representation or warranty made by the Borrowers in this Agreement or any other Loan Documents or in connection with any of the transactions contemplated herein shall prove to have been false or incorrect in any material respect on the date as of which it was made or deemed to have been made; or (d) If any Borrower shall make an assignment for the benefit or creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting or not contesting the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of all or any substantial part of its properties; or (e) If, within sixty (60) days after the commencement of any action against any Borrower seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been dismissed or stayed or if, within sixty (60) days after the appointment, without the consent or acquiescence of any Borrower, of any trustee, receiver, or liquidator of any Borrower or any Guarantor substantial part of any material covenant Borrower's properties, such appointment shall not have been vacated; or (f) If any order, judgment, or agreement on its part to decree shall be performed under the Purchase Agreement entered in any proceeding against any Borrower awarding a money judgment or any documentjudgments against such Borrower aggregating more than $500,000, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreementif, which breach, if capable of being cured, is not cured by Borrower within thirty (30) days after written notice entry thereof, such order, judgment or decree shall not have been discharged or execution thereof stayed pending appeal; of such breach describing in reasonable detail if, within thirty (30) days after the nature of the alleged breach has been given by Holder to Borrower and the Guarantors; or (c) the filing by Borrower or any Guarantor expiration of any petition for relief under the United States Bankruptcy Code such stay, such judgment, order or any similar federal or state statute, or Borrower’s or Guarantor’s consent to or acquiescence in any such filing by a third party, or Borrower or Guarantor decree shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (d) the making by Borrower or any Guarantor of an application for the appointment of a custodian, trustee or receiver for, or of a general assignment for the benefit of creditors by, Borrower, or Borrower’s consent to or acquiescence in any such application by a third party or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (e) the insolvency of Borrower or any Guarantor or the failure of Borrower or any Guarantor generally to pay its debts as such debts become due; or (f) the dissolution, winding up, or termination of the business or cessation of operations of Borrower or Guarantor (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower or Guarantor pursuant to the provisions of Borrower’s charter documents), or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoingnot have been discharged; or (g) the occurrence Default shall be made with respect to any material indebtedness of any “Event Borrower if the effect of Default” under any such default shall be to accelerate or permit the acceleration of the maturity of such indebtedness; or any amount of principal or interest in respect of such indebtedness shall not be paid when and as defined due (after giving effect to any period of grace specified for such payment in the instrument evidencing or governing the same); (h) This Agreement or any other Loan Document shall for any reason cease to be, or shall be asserted by any Borrower not to be, a legal, valid and binding obligation of any Borrower, enforceable in accordance with its terms, or the security interest or Lien purported to be created by any of the Security Documents shall for any reason cease to be, or be asserted by any Borrower not to be, a valid, first priority perfected security interest in any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement that has not been cured within any applicable cure period or waived by the HolderCollateral.

Events of Defaults. The Holder is hereby authorized to declare all or any part of the entire outstanding Principal Indebtedness of this Note plus all Interest accrued thereon (the “Indebtedness”) immediately due and payable upon the occurrence of any Any of the following events (each, shall constitute an “Event of Default”):: (a) The nonpayment by Lessee for ten (10) days of any rent or other amount provided for herein after the failure of Borrower or any Guarantor to pay the First Installment Payment by or the First Installment Payment Date or the entire unpaid Principal Indebtedness of this Note same is due and all accrued Interest hereon on the Final Maturity Date, time being of the essence to all payments due hereunder; orpayable; (b) the breach by Borrower The failure of Lessee to observe, keep or perform any Guarantor other provisions of any material covenant or agreement on its part this Master Lease required to be observed, kept or performed under the Purchase Agreement or any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase AgreementLessee, which breach, if capable of being cured, failure is not cured by Borrower within thirty ten (3010) days after written notice of such breach describing in reasonable detail the nature of the alleged breach has been given thereof by Holder to Borrower and the Guarantors; orLessor; (c) The failure of Lessee to make any payment when due, or to observe or perform any covenant or agreement contained in, or the filing by Borrower occurrence of a default or Event of Default under any agreement evidencing, guarantying or securing any other indebtedness or obligation of Lessee to Lessor, The Fifth Third Bank, or any Guarantor affiliate of Fifth Third Bancorp of any petition for relief under the United States Bankruptcy Code kind or any similar federal or state statute, or Borrower’s or Guarantor’s consent to or acquiescence in any such filing by a third party, or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; ornature; (d) the The making of any representation or warranty by Borrower Lessee herein or in any agreement, document or certificate delivered to Lessor in connection herewith, or any Guarantor of financial statement furnished by Lessee to Lessor which, at any time, proves to be incorrect in any material respect; (e) Lessee or any guarantor makes an application for the appointment of a custodian, trustee or receiver for, or of a general assignment for the benefit of creditors byor commits any other affirmative act of insolvency or bankruptcy, Borrower, files a petition in bankruptcy or Borrower’s consent to for arrangement or acquiescence in any reorganization or having such application by a third party petition filed against it if such petition is not dismissed or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or withdrawn within thirty (e30) the insolvency of Borrower or any Guarantor or the failure of Borrower or any Guarantor generally to pay its debts as such debts become due; ordays; (f) the dissolution, winding up, or termination The attachment of a substantial part of the business property of Lessee or cessation appointment of operations a receiver for Lessee or any substantial part of Borrower or Guarantor (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower or Guarantor pursuant to the provisions of Borrower’s charter documents), or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; orLessee's property; (g) Lessee ceases to do business as a going concern, or if there is a change in the occurrence ownership of Lessee which changes the identity of any “person or persons having, directly or indirectly, more than 10% of either the legal or beneficial ownership of Lessee; (h) There shall occur, in Lessor’s reasonable opinion, a deterioration in the financial strength of the Lessee or any guarantor or any event occurs which might, in Lessor’s opinion, have an adverse effect on the Equipment or on Lessee’s or guarantor’s financial condition, operations or prospects; (i) The death or dissolution of Lessee or any guarantor, or any guarantor of Lessee’s obligations hereunder denies his or its obligations to guarantee any obligations then existing or attempts to limit or terminate his or its obligations to guaranty the Lessee’s obligations hereunder. (j) Lessee also agrees, upon any responsible officer of Lessee becoming aware of any condition which constituted or constitutes an Event of Default under this Master Lease or which, after notice or lapse of time, or both, would constitute such an Event of Default, to promptly furnish to Lessor written notice specifying such condition and the nature and status thereof. For purposes of this Section, a “responsible officer” under shall mean, with respect to the subject matter of any covenant, agreement or obligation of Lessee contained in this Master Lease, any corporate officer of Lessee who, in the normal performance of his operational responsibilities, would or should have knowledge of such matter and as defined in any document, instrument or agreement executed and delivered in connection the requirements of this Master Lease with the transactions contemplated by the Purchase Agreement that has not been cured within any applicable cure period or waived by the Holderrespect thereto.

Events of Defaults. The Holder is hereby authorized to declare all or any part of the entire outstanding Principal Indebtedness of this Initial Payment Note plus all Interest accrued thereon (the “Indebtedness”) immediately due and payable upon the occurrence and during the continuation of any of the following events (each, an “Event of Default”): (a) the failure of Borrower or any Guarantor to pay the First Installment Payment by or the First Installment Payment Date or the entire unpaid Principal Indebtedness of this Initial Payment Note and all accrued Interest hereon on the Final applicable Maturity Date, time being which failure is not cured by Borrower within five (5) Business Days after written notice of such failure to pay has been given by the essence Holder to all payments due hereunderBorrower; or (b) the breach by Borrower or any Guarantor of any material covenant or agreement on its part to be performed under the Purchase Agreement or any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement, which breach, if capable of being cured, is not cured by Borrower within thirty (30) days after written notice of such breach describing in reasonable detail the nature of the alleged breach has been given by Holder to Borrower and the GuarantorsBorrower; or (c) the filing by Borrower or any Guarantor of any petition for relief under the United States Bankruptcy Code or any similar federal or state statute, or Borrower’s or Guarantor’s consent to or acquiescence in any such filing by a third party, or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (d) the making by Borrower or any Guarantor B▇▇▇▇▇▇▇ of an application for the appointment of a custodian, trustee or receiver for, or of a general assignment for the benefit of creditors by, Borrower, or BorrowerB▇▇▇▇▇▇▇’s consent to or acquiescence in any such application by a third party or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (e) the insolvency of Borrower or any Guarantor or the failure of Borrower or any Guarantor generally to pay its debts as such debts become due; or (f) the dissolution, winding up, or termination of the business or cessation of operations of Borrower or Guarantor (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower or Guarantor pursuant to the provisions of Borrower’s charter documents), or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (g) the occurrence of any “Event of Default” under and as defined in any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement that has not been cured within any applicable cure period or waived by the Holder.

Events of Defaults. The Holder is hereby authorized to declare all or any part of the entire outstanding Principal Indebtedness of this Deferred Payment Note plus all Interest accrued thereon (the “Indebtedness”) immediately due and payable upon the occurrence and during the continuation of any of the following events (each, an “Event of Default”): (a) the failure of Borrower or any Guarantor to pay the First Installment Payment by or the First Installment Payment Date or the entire unpaid Principal Indebtedness of this Deferred Payment Note and all accrued Interest hereon on the Final applicable Maturity Date, time being which failure is not cured by Borrower within five (5) Business Days after written notice of such failure to pay has been given by the essence Holder to all payments due hereunderBorrower; or (b) the breach by Borrower or any Guarantor of any material covenant or agreement on its part to be performed under the Purchase Agreement or any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement, which breach, if capable of being cured, is not cured by Borrower within thirty (30) days after written notice of such breach describing in reasonable detail the nature of the alleged breach has been given by Holder to Borrower and the GuarantorsBorrower; or (c) the filing by Borrower or any Guarantor of any petition for relief under the United States Bankruptcy Code or any similar federal or state statute, or Borrower’s or Guarantor’s consent to or acquiescence in any such filing by a third party, or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (d) the making by Borrower or any Guarantor B▇▇▇▇▇▇▇ of an application for the appointment of a custodian, trustee or receiver for, or of a general assignment for the benefit of creditors by, Borrower, or BorrowerB▇▇▇▇▇▇▇’s consent to or acquiescence in any such application by a third party or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (e) the insolvency of Borrower or any Guarantor or the failure of Borrower or any Guarantor generally to pay its debts as such debts become due; or (f) the dissolution, winding up, or termination of the business or cessation of operations of Borrower or Guarantor (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower or Guarantor pursuant to the provisions of Borrower’s charter documents), or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (g) the occurrence of any “Event of Default” under and as defined in any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement that has not been cured within any applicable cure period or waived by the Holder.

Events of Defaults. The Holder is hereby authorized to declare all or any part of the entire outstanding Principal Indebtedness of this Note plus all Interest accrued thereon (the “Indebtedness”) immediately due and payable upon the occurrence of any of the following acts or events (each, shall constitute an “Event of Default”):: (a) the failure if you fail to make payment of Borrower or any Guarantor to pay the First Installment Payment by or the First Installment Payment Date or the entire unpaid Principal Indebtedness of this Note and all accrued Interest hereon on the Final Maturity Dateyour Obligations when due, time being of the essence to all payments due hereunder; or (b) the breach if you fail to make any remittance required by Borrower or any Guarantor of any material covenant or agreement on its part to be performed under the Purchase Agreement or any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase this Agreement, which breach, if capable of being cured, is not cured by Borrower within thirty (30) days after written notice of such breach describing in reasonable detail the nature of the alleged breach has been given by Holder to Borrower and the Guarantors; or (c) the filing by Borrower or if you commit any Guarantor breach of any petition for relief under of the United States Bankruptcy Code terms, representations, warranties, covenants, conditions or any similar federal or state statuteprovisions of this Agreement, or Borrower’s of any present or Guarantor’s consent future supplement or amendment hereto or of any other Agreement between us, (d) if you become insolvent or unable to meet your debts as they mature, (e) if you deliver to us a false financial statement, (f) if you call, or acquiescence in any such filing have called by a third party, or Borrower or Guarantor shall take any corporate action for the purpose a meeting of effectingcreditors, approving, or consenting to any of the foregoing; or (d) the making by Borrower or any Guarantor of an application for the appointment of a custodian, trustee or receiver for, or of a general assignment for the benefit of creditors by, Borrower, or Borrower’s consent to or acquiescence in any such application by a third party or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (e) the insolvency of Borrower or any Guarantor or the failure of Borrower or any Guarantor generally to pay its debts as such debts become due; or (f) the dissolution, winding up, or termination of the business or cessation of operations of Borrower or Guarantor (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower or Guarantor pursuant to the provisions of Borrower’s charter documents), or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (g) if you have commenced by or against you any bankruptcy proceeding, insolvency, arrangement or similar proceeding, (h) if you suspend or discontinue doing business for any reason, (i) if a receiver or trustee on any kind is appointed for you or any of your property, (j) if any guarantor of your Obligations shall become insolvent or have commenced by or against such guarantor any bankruptcy proceeding, (k) if any guaranty of your Obligations is terminated, or (l) if any change of ownership occurs with respect to more than forty (40%) percent of your capital stock. Upon the occurrence of any “an Event of Default” , we shall have the right to terminate this Agreement and all other arrangements existing between us forthwith and without notice, and all of your Obligations to us shall mature and become immediately due and payable and we shall have the right to withhold any further payments to you until all Obligations have been paid in full. In addition, we shall have all the rights of a secured party under the Uniform Commercial Code, including, without limitation, the right to take possession of any collateral in which we have a security interest and as defined in to dispose of same at public or private sale and you will be liable for any documentdeficiency. We shall not be required to proceed against any collateral but may proceed against you directly. In the event we institute suit against you, instrument or agreement executed you Agree to pay our costs and delivered in connection with the transactions contemplated by the Purchase Agreement that has not been cured within any applicable cure period or waived by the Holderreasonable attorney's fees.

Events of Defaults. The Holder is hereby authorized to declare all or any part of the entire outstanding Principal Indebtedness of this Note plus all Interest accrued thereon (the “Indebtedness”) immediately due and payable upon the occurrence of any one or more of the following conditions or events (each, each an “"Event of Default”):") shall constitute a default under and breach of this Agreement: (a) the any failure of by Borrower or any Guarantor to pay as and when due and payable any interest on or principal of or other sum payable under the First Installment Payment by or the First Installment Payment Date or the entire unpaid Principal Indebtedness of this Note and all accrued Interest hereon on the Final Maturity Date, time being of the essence to all payments due hereunderNote; or (b) the breach any failure by Borrower to deposit with Lender any funds required by this Agreement to be deposited with Lender and continuance of such failure for a period of ten (10) days after written notice thereof from Lender; or (c) any failure by Borrower to pay as and when due and payable any other sums to be paid by Borrower to Lender under this Agreement and continuance of such failure for a period of twenty (20) days after written notice thereof from Lender; or (d) title to the Property is or any Guarantor becomes unsatisfactory to Lender, in its reasonably judgement, by reason of any material covenant lien, charge, or agreement on its part encumbrance, title condition or exception (including without limitation, any mechanic's, materialman's or similar statutory or common law lien or notice thereof), but excluding the Permitted Encumbrances and such matter causing title to be performed under the Purchase Agreement or any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement, which breach, if capable of being cured, become unsatisfactory is not cured or removed (including by bonding) or reasonably satisfied within thirty (30) days after notice thereof from Lender to Borrower; or (e) any refusal by the Title Insurer to insure any Advance as being secured by the Mortgage as a valid first lien on the Property and continuance of such refusal for a period of thirty (30) days after notice thereof by Lender to Borrower; or (f) the Improvements are not substantially completed by the Completion Date or, in the reasonable estimation of Lender, construction of the Improvements will not be substantially completed by the Completion Date unless such delay is caused by reasons beyond Borrower's reasonable control; or (g) any material voucher or invoice is submitted at any time which Borrower knows has not been earned by the payee for services performed or for materials used in or furnished for the Property; or (h) any cessation at any time in construction of the Improvements for more than forty-five (45) consecutive days except for strikes, acts of God, fire or other casualty, or other causes entirely beyond Borrower's reasonable control; or (i) any failure by Borrower within to duly observe or perform any material term, covenant, condition or agreement requiring Borrower to maintain insurance or not to encumber or transfer the Property and continuance of such failure for a period of thirty (30) days after written notice of such breach describing in reasonable detail the nature of the alleged breach has been given by Holder to Borrower and the Guarantorsthereof from Lender; or (cj) Borrower requests a termination of the filing by Borrower or any Guarantor of any petition for relief under the United States Bankruptcy Code or any similar federal or state statuteLoan, or Borrower’s confesses inability to continue or Guarantor’s consent to or acquiescence in any such filing by a third party, or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any complete construction of the foregoingImprovements in accordance with this Agreement; or (dk) the making by Borrower or any Guarantor of an application for denies that said Guarantor has any liability or obligation under the appointment of a custodian, trustee or receiver forGuaranty, or of a general assignment for the benefit of creditors by, Borrower, or Borrower’s consent to or acquiescence in any such application by a third party or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any notify Lender of the foregoingGuarantor's intention to attempt to cancel or terminate the Guaranty unless such cancellation or termination is permitted under the appropriate Guaranty; or (el) the insolvency any material representation or warranty made or deemed to be made by or on behalf of Borrower or any Guarantor in this Agreement or the failure of Borrower in any other Loan Document, or in any report, certificate, financial statement, Draw Request or other instrument furnished in connection with this Agreement, any Advance or any Guarantor generally other Loan Document, shall prove to pay its debts have been false or incorrect in any material respect as such debts become dueat the date of which made or deemed to be made; or (fm) the any dissolution, winding uptermination, liquidation, merger or consolidation of Borrower, or termination any sale, transfer or other disposition of all or substantially all of the business or cessation of operations of Borrower or Guarantor (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower or Guarantor pursuant to the provisions assets of Borrower’s charter documents), or Borrower any member of Borrower, other than with the prior approval of Lender (which approval shall not be unreasonably withheld or Guarantor shall take any corporate action delayed)(and except for the purpose of effectingsales, approving, transfers or consenting to any other dispositions permitted by Section 23 of the foregoingMortgage); or (gn) a court of competent jurisdiction shall enter an order, judgment or decree, which shall be filed against Borrower, or the occurrence Property which, would have a materially adverse affect on the ability of Borrower to repay the Loan and to perform each and every one of its obligations under and by virtue of the Loan Documents; or (o) any failure by Borrower to obtain any material Governmental Approvals, or the revocation or other invalidation of any “material Governmental Approvals previously issued; or (p) any change in the legal or beneficial ownership of Borrower, other than with the prior approval of Lender, such approval not to be unreasonably withheld or delayed, and except for sales, transfers or other dispositions permitted under Section 23 of the Mortgage; or (q) any default in the payment of money in excess of $50,000.00 shall occur under or in respect of any loan agreement, credit agreement, promissory note, bond, trust deed, indenture, mortgage, pledge, security agreement, indemnity or guaranty to which Borrower is a party (whether as principal or guarantor or other surety), or any other default shall occur thereunder which would entitle the holder thereof to declare all amounts payable with respect thereto to be immediately due and payable and such amount is in excess of $50,000.00; or (r) any failure by Borrower to duly observe or perform any other term, covenant, condition or agreement under this Agreement and continuance of such failure for a period of thirty (30) days after written notice thereof from Lender; provided, however, that if such failure is not susceptible of cure during such thirty (30) day period (but is susceptible of cure) and Borrower promptly commences and diligently pursues cure of such failure during such thirty (30) day period, then such thirty (30) day period shall be extended for an additional consecutive period of thirty (30) days; or (s) any "Event of Default” under and " as said term is defined in any document, instrument or agreement executed of the other Loan Documents shall have occurred and delivered in connection with the transactions contemplated by the Purchase Agreement that has not been cured within continues beyond any applicable notice and/or cure period or waived by the Holder.period; or

Events of Defaults. The Holder is hereby authorized to declare all or any part of the entire outstanding Principal Indebtedness of this Note plus all Interest accrued thereon (the “Indebtedness”) immediately due and payable upon the occurrence and during the continuation of any of the following events (each, an “Event of Default”): (a) the failure of Borrower or any Guarantor to pay the First Installment Payment by or the First Installment Payment Date or the entire unpaid any installment of Principal Indebtedness of this Note and all accrued Interest hereon on hereon, when due, which failure is not cured by Borrower within five (5) Business Days after written notice of such failure to pay has been given by the Final Maturity Date, time being of the essence Holder to all payments due hereunderBorrower; or (b) the breach by Borrower or any Guarantor of any material covenant or agreement on its part to be performed under the Purchase Merger Agreement or any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Merger Agreement, which breach, if capable of being cured, is not cured by Borrower within thirty fifteen (3015) days after written notice of such breach describing in reasonable detail the nature of the alleged breach has been given by Holder to Borrower and the GuarantorsBorrower; or (c) the filing by Borrower or any Guarantor of any petition for relief under the United States Bankruptcy Code or any similar federal or state statute, or Borrower’s or Guarantor’s consent to or acquiescence in any such filing by a third party, or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (d) the making by Borrower or any Guarantor of an application for the appointment of a custodian, trustee or receiver for, or of a general assignment for the benefit of creditors by, Borrower, or Borrower’s consent to or acquiescence in any such application by a third party or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (e) the insolvency of Borrower or any Guarantor or the failure of Borrower or any Guarantor generally to pay its debts as such debts become due; or (f) the dissolution, winding up, or termination of the business or cessation of operations of Borrower or Guarantor (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower or Guarantor pursuant to the provisions of Borrower’s charter documents), or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (g) the occurrence of any “Event of Default” under and as defined in any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement that has not been cured within any applicable cure period or waived by the Holder.

Events of Defaults. The Holder is hereby authorized to declare all or any part of the entire outstanding Principal Indebtedness of this Note plus all Interest accrued thereon (the “Indebtedness”) immediately due and payable upon the occurrence and during the continuation of any of the following events (each, an “Event of Default”): (a) the failure of Borrower or any Guarantor to pay the First Installment Payment by or the First Installment Payment Date or the entire unpaid Principal Indebtedness of this Note and all accrued Interest hereon on the Final applicable Maturity Date, time being which failure is not cured by Borrower within five (5) Business Days after written notice of such failure to pay has been given by the essence Holder to all payments due hereunderBorrower; or (b) the breach by Borrower or any Guarantor of any material covenant or agreement on its part to be performed under the Purchase Agreement or any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement, which breach, if capable of being cured, is not cured by Borrower within thirty (30) days after written notice of such breach describing in reasonable detail the nature of the alleged breach has been given by Holder to Borrower and the GuarantorsBorrower; or (c) the filing by Borrower or any Guarantor of any petition for relief under the United States Bankruptcy Code or any similar federal or state statute, or Borrower’s or Guarantor’s consent to or acquiescence in any such filing by a third party, or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (d) the making by Borrower or any Guarantor of an application for the appointment of a custodian, trustee or receiver for, or of a general assignment for the benefit of creditors by, Borrower, or Borrower’s consent to or acquiescence in any such application by a third party or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (e) the insolvency of Borrower or any Guarantor or the failure of Borrower or any Guarantor generally to pay its debts as such debts become due; or (f) the dissolution, winding up, or termination of the business or cessation of operations of Borrower or Guarantor (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower or Guarantor pursuant to the provisions of Borrower’s charter documents), or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (g) the occurrence of any “Event of Default” under and as defined in any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement that has not been cured within any applicable cure period or waived by the Holder.