The Agent’s Right to Perform. If the Borrowers fail to perform any covenant or obligation contained herein and such failure shall continue for a period of five (5) Business Days after receipt by the Borrowers or any Guarantor of written notice thereof from the Agent, without in any way limiting the Agent’s right to exercise any of its rights, powers or remedies as provided hereunder, or under any of the other Loan Documents, the Agent may, but shall have no obligation to, perform, or cause the performance of, such covenant or obligation, and all costs, expenses, liabilities, penalties and fines of the Agent or the Lender incurred or paid in connection therewith shall be payable by the Borrowers to the Agent or such Lender upon demand and if not paid shall be added to the Obligations (and to the fullest extent permitted under applicable laws, secured by the Mortgages, the Pledge Agreements and the other Loan Documents) and shall bear interest thereafter at the Default Rate. Notwithstanding the foregoing, neither the Agent nor the Lender shall have any obligation to send notice to the Borrowers or any Guarantor of any such failure.

Employee’s failure to perform his duties;

the Employee’s failure to perform substantially the Employee’s duties (other than any such failure resulting from Disability),

Failure of Borrower to perform or observe any covenant set forth in this Agreement, or to perform or observe any other term, condition, covenant, warranty, agreement or other provision contained in this Agreement, where such failure continues for fifteen (15) days after receipt of written notice from Lender specifying such failure;

Intentional failure to perform duties under this Agreement;

willful or grossly negligent failure to substantially perform her duties hereunder;

by the Bank, if there has been a material breach of any representation or warranty, or any failure to perform any covenant or agreement on the part of ​ set forth in this Agreement, which breach or failure to perform # would cause the conditions set forth in Section 7.2 not to be satisfied, and # shall not have been cured within twenty (20) days following receipt by ​ of written notice of such breach or failure to perform from the Bank; or

Participant’s willful and continued failure or refusal to substantially perform essential job functions.

Other, continuing material failure to perform duties assigned to the Officer under this

Failure to Exercise. If the Purchasers fail to exercise in full the right of first refusal within the 10‑day period, then the Company will have one hundred twenty (120) days thereafter to sell the New Securities with respect to which the Purchasers’ rights of first refusal hereunder were not exercised, at a price and upon general terms not materially more favorable to the purchasers thereof than specified in the Company’s Notice to the Purchasers. If the Company has not issued and sold the New Securities within the 120‑day period, then the Company shall not thereafter issue or sell any New Securities without again first offering those New Securities to the Purchasers pursuant to this Section 5.