Common use of Remedies of Lender Clause in Contracts

Remedies of Lender. Upon an event of default described above in this Article VII, Lender shall, prior to exercising the remedies described herein, provide Borrower with written notice specifying in reasonable detail the event of default which has occurred and stating that it intends to exercise remedies provided in this Section. Borrower shall then have five (5) days in the case of a monetary default, and twenty (20) days in the case of a non-monetary default, after receipt of such notice to cure or cause to be cured such default and to provide Lender with notice and reasonable documentation that it has cured or cause to be cured such Event of Default. If Borrower does not provide such proper notice and evidence, then Lender may immediately by notice to Borrower declare all or any portion of the outstanding principal amount under the Note and other obligations to be due and payable whereupon the full unpaid amount under the Note and other obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, except as may be required by applicable law. Lender is further authorized, after the passage of the particular cure period, to perform or cause to be performed such act or take such action or pay such money that Lender deems necessary or desirable to cure such event of default, and any expenses so incurred by Lender and any money so paid by the Lender shall be a demand obligation owing by Borrower to the Lender and the Lender, upon making such payment, shall be subrogated to all of the lights of the person receiving such payment. Each amount due and owing by Borrower to the Lender pursuant to this Agreement or any other Loan Document shall bear interest from the date of notice to Borrower of such expenditure or payment or other occurrence which gives rise to such amount being owed to the Lender until paid equal to the prime rate of interest quoted by J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank from time to time, plus three percent (3%) per annum, and all such amounts together with such interest thereon shall become part of the obligations evidenced by the Note and deemed secured by the Deeds of Trust, the Security Agreement-Pledges and all other Loan Document described or contemplated by this Agreement as security for the obligations of Borrower and its subsidiaries. Upon demand, after the occurrence of an event of default, Borrower and its other subsidiaries shall reimburse Lender for all reasonable amounts expended (including the fees and out-of-pocket expenses of counsel) in connection therewith, as a result of or in connection with its exercise of remedies, together with interest on such amounts at the Note default interest rate from the date incurred until reimbursed. Further upon an event of default as described hereinabove and the expiration of any applicable cure period provided as set forth hereinabove, Lender shall be entitled to exercise all of its rights under the Loan Documents in accordance with the terms set forth therein and in accordance with applicable law then in effect.

Remedies of Lender. Upon an event of default described above in this Article VII, Lender shall, prior to exercising the remedies described herein, provide Borrower with written notice specifying in reasonable detail the event of default which has occurred and stating that it intends to exercise remedies provided in this Section. Borrower shall then have five (5) days in the case of a monetary default, and twenty (20) days in the case of a non-monetary default, after receipt of such notice to cure or cause to be cured such default and to provide Lender with notice and reasonable documentation that it has cured or cause to be cured such Event of Default. If Borrower does not provide such proper notice and evidence, then Lender may immediately by notice to Borrower declare all or any portion of the outstanding principal amount under the Note and other obligations to be due and payable whereupon the full unpaid amount under the Note and other obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, except as may be required by applicable law. Lender is further authorized, after the passage of the particular cure period, to perform or cause to be performed such act or take such action or pay such money that Lender deems necessary or desirable to cure such event of default, and any expenses so incurred by Lender and any money so paid by the Lender shall be a demand obligation owing by Borrower to the Lender and the Lender, upon making such payment, shall be subrogated to all of the lights rights of the person receiving such payment. Each amount due and owing by Borrower to the Lender pursuant to this Agreement or any other Loan Document shall bear interest from the date of notice to Borrower of such expenditure or payment or other occurrence which gives rise to such amount being owed to the Lender until paid equal to the prime rate of interest quoted by J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank from time to time, plus three percent (3%) per annum, and all such amounts together with such interest thereon shall become part of the obligations evidenced by the Note and deemed secured by the Deeds of Trust, the Security Agreement-Pledges and all other Loan Document Documents described or contemplated by this Agreement as security for the obligations of Borrower and its subsidiaries. Upon demand, after the occurrence of an event of default, Borrower and its other subsidiaries shall reimburse Lender for all reasonable amounts expended (including the fees and out-of-pocket expenses of counsel) in connection therewith, as a result of or in connection with its exercise of remedies, together with interest on such amounts at the Note default interest rate from the date incurred until reimbursed. Further upon an event of default as described hereinabove and the expiration of any applicable cure period provided as set forth hereinabove, Lender shall be entitled to exercise all of its rights under the Loan Documents in accordance with the terms set forth therein and in accordance with applicable law then in effect.

Remedies of Lender. Upon an event During the existence of default described above in this Article VII, Lender shall, prior to exercising the remedies described herein, provide Borrower with written notice specifying in reasonable detail the event of default which has occurred and stating that it intends to exercise remedies provided in this Section. Borrower shall then have five (5) days in the case of a monetary default, and twenty (20) days in the case of a non-monetary default, after receipt of such notice to cure or cause to be cured such default and to provide Lender with notice and reasonable documentation that it has cured or cause to be cured such any Event of Default. If Borrower does not provide such proper notice and evidence, then Lender may shall immediately by notice be entitled to Borrower declare all sums due under the Interest Rate Cap Agreement and, if Lender shall have accelerated all or any portion part of the outstanding principal amount Loan, Lender shall have the right to terminate the Interest Rate Cap Agreement and recover the residual value, if any, of the Interest Rate Cap Agreement, as such residual value may be determined by Lender with the Counterparty and without Assignor's consent thereto. In such event, Assignor hereby authorizes and instructs the Counterparty, without the need for any further instruction or authorization from Assignor or any other Person, to pay directly to Lender all amounts payable to Assignor under the Note Interest Rate Cap Agreement and, upon the request of Lender, to terminate the Interest Rate Cap Agreement, but only to the extent Assignor has the right to terminate the Interest Rate Cap Agreement thereunder, and other obligations pay the residual value thereof to be due and payable whereupon Lender. Neither the full unpaid amount under the Note and other obligations which Counterparty nor Lender shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, except as may be required liable for any loss sustained by applicable law. Lender is further authorized, after the passage Assignor resulting from an early termination of the particular cure period, to perform Interest Rate Cap Agreement or cause to be performed such act or take such action or pay such money that Lender deems necessary or desirable to cure such event of default, and any expenses so incurred from the method selected by Lender and any money so paid the Counterparty for determining residual value. Written demand by Lender delivered to the Lender Counterparty for the payment of sums under the Interest Rate Cap Agreement shall be a demand obligation owing by Borrower to the Lender and the Lender, upon making such payment, shall be subrogated to all sufficient evidence of the lights Counterparty's authority and obligation to make all payments under the Interest Rate Cap Agreement to Lender without the necessity of further consent 14961843v.6 by Assignor, notwithstanding any notice or claim by Assignor or any Person claiming through Assignor. Assignor shall have no claim or right against the Counterparty for the payment of amounts under the Interest Rate Cap Agreement by reason of the person receiving such payment. Each amount due and owing by Borrower to the Lender pursuant to this Agreement or any other Loan Document shall bear interest from the date of notice to Borrower of such expenditure or payment or other occurrence which gives rise to such amount being owed to the Lender until paid equal to the prime rate of interest quoted by J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank from time to time, plus three percent (3%) per annum, and all such amounts together with such interest thereon shall become part of the obligations evidenced by the Note and deemed secured by the Deeds of Trust, the Security Agreement-Pledges and all other Loan Document described or contemplated by this Agreement as security for the obligations of Borrower and its subsidiaries. Upon demand, after the occurrence of an event of default, Borrower and its other subsidiaries shall reimburse Lender for all reasonable amounts expended (including the fees and out-of-pocket expenses of counsel) in connection therewith, as a result of or in connection with its exercise of remedies, together with interest on such amounts at the Note default interest rate from the date incurred until reimbursed. Further upon an event of default as described hereinabove and the expiration of any applicable cure period provided as set forth hereinabove, Lender shall be entitled to exercise all of its rights under the Loan Documents in accordance Counterparty's compliance with the terms set forth therein and in accordance with applicable law then in effectprovisions hereof.

Remedies of Lender. Upon an event of default described above in this Article VIIArticle, Lender shall, prior to exercising the remedies described herein, provide Borrower with written notice specifying in reasonable detail the event of default which has occurred and stating that it intends to exercise remedies provided in this Section. Borrower shall then have five (5) days in the case of a monetary default, and twenty (20) days in the case of a non-monetary defaultfault, after receipt of such notice to cure or cause to be cured such default and to provide Lender with notice and reasonable documentation that it has cured or cause to be cured such Event of Default. If Borrower does not provide such proper notice and evidence, then Lender may immediately by notice to Borrower declare all or any portion of the outstanding principal amount under the Note and other obligations to be due and payable whereupon the full unpaid amount mount under the Note and other obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, except as may be required by applicable law. Lender is further authorized, after the passage of the particular cure period, to perform or cause to be performed such act or take such action or pay such money that Lender deems necessary or desirable to cure such event of default, default and any expenses so incurred by Lender and any money so paid by the Lender shall be a demand obligation owing by Borrower to the Lender and the Lender, upon making such payment, shall be subrogated to all of the lights rights of the person receiving such payment. Each amount due and owing by Borrower to the Lender pursuant Pursuant to this Agreement or any other Loan Document shall bear interest from the date of notice to Borrower of such expenditure or payment or other occurrence which gives rise to such amount being owed to the Lender until paid equal to at the prime rate of interest quoted by J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank from time to time, plus three eighteen percent (318%) per annum, and all such amounts together with such interest thereon shall become part of the obligations evidenced by the Note and deemed secured by the Deeds Deed(s) of Trust, Trust the Security Agreement-Pledges /Pledge Agreement(s) and all other Loan Document Documents described or contemplated by this Agreement as security for the obligations of Borrower and its subsidiaries. subsidiaries Upon demand, demand after the occurrence of an event of default, Borrower Borrower, Philco, and its other subsidiaries subsidiaries, shall reimburse Lender for all reasonable amounts expended (including the fees and out-of-pocket expenses of counsel) in connection therewith, as a result of or in connection with its exercise of remedies, together with interest on such amounts at the Note default interest rate from the date incurred until reimbursed. Further upon an event of default as described hereinabove and the expiration of any applicable cure period provided as set forth hereinabove, Lender shall be entitled to exercise all of its rights under the Loan Documents in accordance with the terms set forth therein and in accordance with applicable law then in effect.

Remedies of Lender. Upon an event of default described above in this Article VII, Lender shall, prior to exercising the remedies described herein, provide Borrower with written notice specifying in reasonable detail In the event of default which has occurred and stating that it intends to exercise remedies provided in this Section. Borrower shall then have five (5) days in the case of a monetary default, and twenty (20) days in the case of a non-monetary default, after receipt of such notice to cure or cause to be cured such default and to provide Lender with notice and reasonable documentation that it has cured or cause to be cured such Event of Default. If Borrower does not provide such proper notice and evidence, then Lender may immediately by notice to Borrower declare all or any portion of the outstanding principal amount under the Note and other obligations to be due and payable whereupon the full unpaid amount under the Note and other obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, except as may be required by applicable law. Lender is further authorized, after the passage of the particular cure period, to perform or cause to be performed such act or take such action or pay such money that Lender deems necessary or desirable to cure such event of default, and any expenses so incurred by Lender and any money so paid by the Lender shall be a demand obligation owing by Borrower to the Lender and the Lender, upon making such payment, shall be subrogated to all of the lights of the person receiving such payment. Each amount due and owing by Borrower to the Lender pursuant to this Agreement or any other Loan Document shall bear interest from the date of notice to Borrower of such expenditure or payment or other occurrence which gives rise to such amount being owed to the Lender until paid equal to the prime rate of interest quoted by J.▇. ▇▇▇▇▇▇ Cdecides to exercise its Default rights under this Section 14, Lender shall submit to Collateral Administrator at ▇▇▇▇ Bank from time to time▇▇@▇▇▇-▇.▇▇▇, plus three percent (3%) per annum, and all such amounts together with such interest thereon shall become part a Notice of the obligations evidenced by the Note and deemed secured by the Deeds of Trust, the Security Agreement-Pledges and all other Loan Document described or contemplated by this Agreement as security for the obligations of Borrower and its subsidiaries. Upon demand, after the occurrence of an event of default, Borrower and its other subsidiaries shall reimburse Lender for all reasonable amounts expended (including the fees and out-of-pocket expenses of counsel) in connection therewith, as a result of or in connection with its exercise of remedies, together with interest on such amounts at the Note default interest rate from the date incurred until reimbursed. Further upon an event of default as described hereinabove and the expiration of any applicable cure period provided as set forth hereinabove, Lender shall be entitled to exercise all of its rights under the Loan Documents Default in accordance with the terms set forth therein of the Collateral Administration Agreement (a copy of which is attached to this Agreement). The Notice of Default must be in substantially the form of the Notice of Default that is attached to this Agreement as Annex B. Notwithstanding the foregoing, upon an Act of Insolvency by ▇▇▇▇▇▇▇▇, a Notice of Default will be deemed to have been submitted by Lender to the Collateral Administrator pursuant to the terms of the Collateral Administration Agreement. Collateral Administrator and the Custodian reserve the right to require Lender to present any information, identification, certification, or any other documentation reasonably deemed necessary by Collateral Administrator or the Custodian to establish Lender’s entitlement to funds prior to disbursing any funds to Lender. In the event that Borrower cures the Default within the five (5) Business Day cure period, or if Lender otherwise no longer seeks to exercise the Default rights afforded herein, Lender must contact Collateral Administrator at ▇▇▇▇▇@▇▇▇-▇.▇▇▇ to revoke its previous Notice of Default (such written notice, a “Notice of Revocation”) and also provide a copy to Borrower at ▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇▇▇▇▇ of Alpaca. The Notice of Revocation must be in substantially the form of the Notice of Revocation that is attached to this Agreement as Annex C. Upon the occurrence of a Default by Borrower under Section 13 entitling Lender to terminate all Loans hereunder, ▇▇▇▇▇▇ shall have the right, in addition to any other remedies provided herein, (which right may be exercised by ▇▇▇▇▇▇ after the expiration of the five (5) Business Day cure period following ▇▇▇▇▇▇’s submission of a Notice of Default to Collateral Administrator, provided that no such cure period will apply upon an Act of Insolvency by ▇▇▇▇▇▇▇▇) (a) to purchase a like amount of Loaned Securities (“Replacement Securities”) in the principal market for such Loaned Securities in a commercially reasonable manner, (b) to instruct Collateral Administrator to direct the Custodian to remit Collateral and any proceeds thereof in the amount that is allocated to Lender, in accordance with the Collateral Administration Agreement, and (c) to apply and set off the Collateral and any proceeds thereof against the payment of the purchase price for such Replacement Securities and any amounts due to Lender under Sections 6, 9, and 15. Upon the occurrence of an Act of Insolvency by ▇▇▇▇▇▇▇▇, such right may be exercised following the termination of any applicable law stay. In the event that Lender shall exercise such rights, ▇▇▇▇▇▇▇▇’s obligation to return a like amount of the Loaned Securities shall terminate. Lender may similarly apply the Collateral and any proceeds thereof to any other obligation of Borrower under this Agreement, including Borrower’s obligations with respect to Distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event that (i) the purchase price of Replacement Securities (plus all other amounts, if any, due to Lender hereunder) exceeds (ii) the amount of the Collateral, Borrower shall be liable to Lender for the amount of such excess together with interest thereon at a rate equal to the Federal Funds Rate, as such rate fluctuates from day to day, from the date of such purchase until the date of payment of such excess. As security for Borrower’s obligation to pay such amount, Lender shall have, and Borrower hereby grants, a security interest in any property of Borrower then held by or for Lender and a right of setoff with respect to such property and any other amount payable by Lender to Borrower. The purchase price of Replacement Securities purchased under this Section 14.1 shall include, and the proceeds of any sale of Collateral shall be determined after deduction of, broker’s fees and commissions and all other reasonable costs, fees and expenses related to such purchase or sale (as the case may be). In the event Lender exercises its rights under this Section 14.1, Lender may elect in effectLender’s sole discretion, in lieu of purchasing all or a portion of the Replacement Securities, to be deemed to have made such purchase of Replacement Securities for an amount equal to the price therefor on the date of such exercise obtained from a generally recognized source or the last bid quotation from such a source at the most recent Close of Trading. Subject to Section 18, upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower by Lender or Collateral Administrator, as applicable.

Remedies of Lender. Upon an event of default described -------------------- above in this Article VIIArticle, Lender shall, prior to exercising the remedies described herein, provide Borrower with written notice specifying in reasonable detail the event of default which has occurred and stating that it intends to exercise remedies provided in this Section. Borrower shall then have five (5) days in the case of a monetary default, and twenty (20) days in the case of a non-monetary default, after receipt of such notice to cure or cause to be cured such default and to provide Lender with notice and reasonable documentation that it has cured or cause to be cured such Event of Default. If Borrower does not provide such proper notice and evidence, then Lender may immediately by notice to Borrower declare all or any portion of the outstanding principal amount under the Note and other obligations to be due and payable whereupon the full unpaid amount under the Note and other obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, except as may be required by applicable law. Lender is further authorized, after the passage of the particular cure period, to perform or cause to be performed such act or take such action action, = or pay such money that Lender deems necessary or desirable to cure such event Event of defaultDefault, and any expenses so incurred by Lender and any money so paid by the Lender shall be a demand obligation owing by Borrower to the Lender and the Lender, upon making such payment, shall be subrogated to all of the lights rights of the person Person receiving such payment. Each amount due and owing by Borrower to the Lender pursuant to this Agreement Amended RCA or any other Loan Document loan document shall bear interest from the date of notice to Borrower of such expenditure or payment or other occurrence which gives rise to such amount being owed to the Lender until paid equal to at the prime Note interest rate of interest quoted by J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank (as the same may change from time to time, time as a variable rate) plus three nine percent (39%) per annum, and all such amounts together with such interest thereon shall become part of the obligations evidenced by the Note and deemed secured by the Deeds Deed(s) of Trust, the Security Agreement-Pledges Trust and all other Loan Document documents described or contemplated by this Agreement Amended RCA as security for the obligations of Borrower and its subsidiaries. Upon demand, after the occurrence of an event of default, Borrower and its other subsidiaries shall reimburse Lender for all reasonable amounts expended (including the fees and out-of-pocket expenses of counsel) in connection therewith, as a result of or in connection with its exercise of remedies, together with interest on such amounts at the Note default interest rate (as the same may change from time to time) from the date incurred until reimbursed. Further upon an event of default as described hereinabove and the expiration of any applicable cure period provided as set forth hereinabove, Lender shall be entitled to exercise all of its rights under the Loan Documents in accordance with the terms set forth therein and in accordance with applicable law then in effect.

Remedies of Lender. Upon (a) If an event Event of default Default: (i) described above in this Article VIISections 9.1(a), (b), (c), (e), (f), or (k) (other than in respect of a payment) shall have occurred, Lender shall, prior to exercising the remedies described herein, may provide Borrower with written notice specifying in reasonable detail the event Event of default Default which has occurred and stating that it intends to exercise remedies provided in this SectionSection 9.2. Borrower shall then have five (5) 30 days in the case of a monetary default, and twenty (20) days in the case of a non-monetary default, after receipt of such notice to cure or cause to be cured such default and to provide Lender with notice and reasonable documentation that it has cured or cause to be cured such Event of Default. If Borrower does not provide such proper notice and evidence, then Lender may immediately by notice to Borrower reduce the Commitment Amount to zero and/or declare all or any portion of the outstanding principal amount under the Note this Agreement and other obligations Obligations to be due and payable whereupon the full unpaid amount under the Note this Agreement and other obligations Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, except and Lender may exercise, in addition to other remedies available at law or in equity or pursuant to the other Loan Documents, the remedies set forth in Section 9.2(b); (ii) in Sections 9.1(h) and 9.1(i) shall have occurred, then the outstanding principal amount under this Agreement and all other Obligations shall automatically be and become immediately due and payable, without notice or demand and Lender may exercise, in addition to other remedies available at law or in equity or pursuant to the other Loan Documents, the remedies set forth in Section 9.2(b); provided, however, that Lender may not exercise such remedies if Borrower or any other Obligor, as the case may be, shall have cured each such Event of Default to the reasonable satisfaction of Lender prior to the time when Lender elects to exercise such remedies; (iii) described in Section 9.1(k) shall have occurred, and if Lender shall have paid or incurred a Reimbursable Expense in connection therewith, Lender shall notify Borrower in writing of such payment(s), and if Borrower does not fully reimburse Lender within ten (10) days of receipt of such notice, Lender shall be required entitled by applicable law. Lender is further authorized, after the passage notice to Borrower to declare all or any portion of the particular outstanding principal amount under this Agreement and other Obligations to be due and payable whereupon the full unpaid amount under this Agreement and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and Borrower may exercise, in addition to other remedies available at law or in equity or pursuant to the other Loan Documents, its remedies under Section 9.2(b). (iv) If an Event of Default described in Section 9.1(d) shall have occurred, Lender may provide Borrower with written notice specifying in reasonable detail the Event of Default which has occurred and stating that it intends to exercise remedies provided in this Section 9.2. Borrower shall then have 60 days after receipt of such notice to (A) cure periodor cause to be cured such default by either (x) making a prepayment in conformity with Section 3.1 in an amount sufficient to eliminate the Collateral Coverage Default, or (y) pledge to Lender additional properties which are acceptable to Lender, in its sole discretion, in an manner and in an amount sufficient to eliminate the Collateral Coverage Default, and (B) provide Lender with notice and reasonable documentation that it has cured or cause to be cured such Event of Default. If Borrower does not provide such proper notice and evidence, then Lender may immediately by notice to Borrower declare all or any portion of the outstanding principal amount under this Agreement and other Obligations to be due and payable whereupon the full unpaid amount under this Agreement and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and Lender may exercise, in addition to other remedies available at law or in equity or pursuant to the other Loan Documents, the remedies set forth in Section 9.2(b). (v) If an Event of Default shall have occurred, then Lender may by notice to Borrower declare all or any portion of the outstanding principal amount under this Agreement and other Obligations to be due and payable whereupon the full unpaid amount of the Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and Borrower may exercise, in addition to other remedies available at law or in equity or pursuant to the other Loan Documents, its remedies Section 9.2(b). (b) After the occurrence of an Event of Default, and in addition to Lender's right to recover damages, all remedies set forth in Section 9.2(a) and all other remedies available to Lender provided by Applicable Law or in equity or pursuant to the Loan Documents, including the Debenture and the Debenture Pledge Agreement, Lender may (but is not obligated or required to) exercise any or all of the following remedies: (i) perform or cause to be performed such or pay at Borrower's expense the act or matter the failure of which resulted in the Event of Default, in which event Lender may expend funds for such purpose; (ii) take such action or pay such money that Lender deems any and all actions necessary or desirable to cure such event of default, and any expenses so incurred by Lender and any money so paid protect the Property secured by the Lender shall be Debenture and the other security documents referred to in Section 5.4, including taking any legal actions or paying any amounts or settling any claims; (iii) apply any amounts deposited in the Collateral Account as a demand obligation owing by prepayment on the Loans outstanding under this Agreement pursuant to Section 3.1; (iv) after written notice to Borrower, exercise all rights of Borrower with respect to the Lender possession, operation and the Lender, upon making such payment, shall be subrogated to development of some or all of the lights Subject Interests, including the right to operate some or all of the person receiving such payment. Each amount due Subject Interests; (v) exercise the right to notify the purchasers of the Subject Hydrocarbons to make direct payment to Lender; (vi) have the use, in connection with operating the Subject Interests, of any or all of the Property of Borrower located thereon or used in connection therewith as then may be useful or appropriate for the production, treating, storing, and owing by transporting of Subject Hydrocarbons and Borrower hereby grant Lender a non-exclusive easement and license to the Lender pursuant to this Agreement or use any other Loan Document shall bear interest from the date of notice to Borrower of such expenditure or payment or other occurrence which gives rise to such amount being owed to the Lender until paid equal to the prime rate of interest quoted by J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank from time to time, plus three percent (3%) per annum, and all such amounts together with Property in the event of such interest thereon shall become part occurrence; (vii) Lender may on behalf of and for the account of Borrower, sell or utilize all of the obligations evidenced by Subject Hydrocarbons and apply the Note and deemed secured by the Deeds of Trust, the Security Agreement-Pledges and all other Loan Document described or contemplated by this Agreement as security for the obligations proceeds thereof attributable to interest of Borrower therein to the costs and expenses of the operation and development of the Subject Interests and to reimburse Lender for any amounts so expended by Lender; (viii) in the event of the occurrence of an Event of Default, Lender may request and require Borrower to resign as record title operator of the Subject Interests and take all actions necessary to replace Borrower as record title operator, including replacing Borrower as record title operator with Lender or any of its subsidiaries. Affiliates or any third-party, and Borrower agrees (A) to cooperate fully in each and every way in connection with the replacement of the operator of the Subject Interests, including agreeing to withdraw as record title operator of the Subject Interests, (B) to vote for and otherwise support Lender's designated interim record title operator until a successor record title operator is elected pursuant to the terms and provisions of any joint operating agreement, and (C) to vote for and otherwise support Lender's choice as record title operator pursuant to the terms and provisions of any joint operating agreement; provided that Borrower -------- ---- shall remain obligated for all obligations, costs and expenses arising from serving as record title operator of the Subject Interests. (c) Upon demand, after the occurrence of an event Event of defaultDefault, Borrower and its other subsidiaries shall reimburse Lender for all reasonable amounts expended (including the fees and out-of-pocket expenses of counselcounsel (on a solicitor and his own client basis) in connection therewith, the costs incurred by Lender in connection with the rescheduling of committed Hydrocarbon deliveries, the termination of any existing contracts or agreements and any pipeline service costs) by Lender (such expended amounts to be included as Reimbursable Expenses) as a result of or in connection with its exercise of remedies, together with interest on such amounts at the Note default interest rate Default Rate from the date incurred until reimbursed. Further upon . (d) Upon demand, after the occurrence of an event Event of default as described hereinabove Default, Borrower shall submit an updated Development Plan. (e) The rights provided for in this Agreement and the expiration other Loan Documents are cumulative and are not exclusive of any applicable cure period other rights, powers, privileges or remedies provided as set forth hereinaboveby Applicable Law or in equity, Lender shall be entitled to exercise all of its rights or under any other instrument, document or agreement, including the Loan Documents in accordance with the terms set forth therein and in accordance with applicable law then in effectDocuments, now existing or hereafter arising.

Remedies of Lender. (a) Upon the occurrence and during the continuance of an event of default described above in this Article VII, Lender shall, prior to exercising the remedies described herein, provide Borrower with written notice specifying in reasonable detail the event of default which has occurred and stating that it intends to exercise remedies provided in this Section. Borrower shall then have five (5) days in the case of a monetary default, and twenty (20) days in the case of a non-monetary default, after receipt of such notice to cure or cause to be cured such default and to provide Lender with notice and reasonable documentation that it has cured or cause to be cured such Event of Default. If , Borrower does not provide such proper notice hereby agrees that the License and evidenceBorrower's relationship as Lender's Agent shall automatically, then and without further action of any kind or nature by Lender, terminate, and that Lender may immediately by notice deliver a Rent Demand to Borrower declare all or deliver a Notice of Enforcement to Lessees. Borrower agrees that any portion Rent Demand sent by Lender may be sent to Borrower pursuant to the notice provisions set forth in the Loan Agreement. Borrower shall, within ten days after its receipt of a Rent Demand, deliver to Lender such Rents and Revenues as are described in the Rent Demand. It shall never be necessary for Lender to institute legal proceedings of any kind whatsoever to enforce any provision of this Assignment. After the termination of the outstanding principal amount under the Note License, all Rents and other obligations to be due and payable whereupon the full unpaid amount under the Note and other obligations which Revenues collected by Lender shall be so declared due applied as provided for in Section 4.3 of this Assignment. Entering upon and payable shall be and become immediately due and payable, without further notice, demand or presentment, except as may be required by applicable law. Lender is further authorized, after the passage taking possession of the particular Mortgaged Property, collection of Rents and Revenues and the application thereof as aforesaid shall not cure period, to perform or cause to be performed such act waive any Event of Default or take such action or pay such money that Lender deems necessary or desirable to cure such event notice of default, and if any, hereunder nor invalidate any expenses so incurred act done pursuant to such notice. Failure or discontinuance by Lender and any money so paid by the Lender shall be a demand obligation owing by Borrower to the Lender and the Lender, upon making such payment, shall be subrogated to all of the lights of the person receiving such payment. Each amount due and owing by Borrower to the Lender pursuant to this Agreement at any time or any other Loan Document shall bear interest from the date of notice to Borrower of such expenditure or payment or other occurrence which gives rise to such amount being owed to the Lender until paid equal to the prime rate of interest quoted by J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank from time to time, plus three percent (3%) per annumto collect said Rents and Revenues shall not in any manner impair the subsequent enforcement by Lender, and all such amounts together with such interest thereon shall become part of the obligations evidenced by right, power and authority herein conferred upon Lender. Nothing contained herein, nor the Note and deemed secured by the Deeds of Trust, the Security Agreement-Pledges and all other Loan Document described or contemplated by this Agreement as security for the obligations of Borrower and its subsidiaries. Upon demand, after the occurrence of an event of default, Borrower and its other subsidiaries shall reimburse Lender for all reasonable amounts expended (including the fees and out-of-pocket expenses of counsel) in connection therewith, as a result of or in connection with its exercise of remediesany right, together with interest on such amounts at the Note default interest rate from the date incurred until reimbursed. Further upon an event of default as described hereinabove and the expiration of any applicable cure period provided as set forth hereinabove, power or authority herein granted to Lender shall be entitled or shall be construed to be, an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of, the lien or charge of the Lien Instrument, to any such tenancy, lease, or option, nor an election of judicial relief, if any such relief is requested or obtained as to Rents and Revenues, with respect to the Mortgaged Property or any collateral given by Borrower to Lender. (b) In addition, upon the occurrence and during the continuance of an Event of Default, Lender, at its option, may (i) complete any construction on the Mortgaged Property in such manner and form as Lender deems advisable; (ii) exercise all rights and powers of its rights Borrower, including the right to demand, sue for, collect and ▇▇ceive all Rents and Revenues from the Mortgaged Property and all sums payable under the Loan Documents Assignment Property; and (iii) require Borrower to vacate and surrender possession of the Mortgaged Property to Lender and, in default thereof, Borrower may be evicted by summary proceedings or otherwise in accordance with the terms set forth therein and in accordance with applicable law then in effect.Illinois law. 641931; Miami-Dade County, Florida

Remedies of Lender. (a) Upon the occurrence of an event of default described above in this Article VII, Lender shall, prior to exercising the remedies described herein, provide Borrower with written notice specifying in reasonable detail the event of default which has occurred and stating that it intends to exercise remedies provided in this Section. Borrower shall then have five (5) days in the case of a monetary default, and twenty (20) days in the case of a non-monetary default, after receipt of such notice to cure or cause to be cured such default and to provide Lender with notice and reasonable documentation that it has cured or cause to be cured such Event of Default. If Borrower does not provide such proper notice , the License and evidence, then Lender may immediately ▇▇▇▇▇▇▇▇’s relationship as ▇▇▇▇▇▇’s Agent to collect Rents shall automatically terminate without any further action by notice to Borrower declare all or any portion of the outstanding principal amount under the Note and other obligations to be due and payable whereupon the full unpaid amount under the Note and other obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, except as may be required by applicable law. Lender is further authorized, after the passage of the particular cure period, to perform or cause to be performed such act or take such action or pay such money that Lender deems necessary or desirable to cure such event of default, and any expenses so incurred by Lender and any money so paid by the Lender shall be a demand obligation owing by Borrower to the Lender and the Lender, upon making such payment, shall be subrogated to all of the lights of the person receiving such payment. Each amount due and owing by Borrower to the Lender pursuant to this Agreement or any other Loan Document shall bear interest from the date of notice to Borrower of such expenditure or payment or other occurrence which gives rise to such amount being owed to the Lender until paid equal to the prime rate of interest quoted by J.▇. ▇▇▇▇▇▇ Cand Lender may then give the Lease Rent Notice to Lessees. It shall never be necessary for Lender to institute legal proceedings of any kind whatsoever to enforce any provision of this Assignment. After the termination of the License, all Rents collected by Lender shall be applied as set forth in Section 3.3 of this Assignment. Neither the entering upon and taking possession of the Mortgaged Property or ▇▇▇▇ Bank ▇▇▇’s collection of Rents and the application thereof under Section 3.3 shall cure or waive any Event of Default or notice of default, if any, nor invalidate any action under such notice. Failure or discontinuance by ▇▇▇▇▇▇, at any time or from time to time, plus three percent (3%) per annumto collect said Rents shall not in any manner impair the subsequent enforcement by ▇▇▇▇▇▇ of the right, power, and all such amounts together with such interest thereon authority herein granted to ▇▇▇▇▇▇. Nothing contained herein, nor the exercise of any right, power, or authority herein granted to Lender shall become part be or shall be construed to be, an affirmation by Lender of any tenancy, Lease, or option, nor an assumption of liability under, nor the obligations evidenced by subordination of, the Note and deemed secured by the Deeds Deed of Trust, to any such tenancy, Lease, or option, nor an election of judicial relief, if any such relief is requested or obtained as to the Security Agreement-Pledges and all other Loan Document described Rents, the Mortgaged Property, or contemplated any collateral given by this Agreement as security for the obligations of Borrower and its subsidiaries. Upon demandto Lender. (b) In addition, after upon the occurrence of an event Event of defaultDefault, Lender, at its option, may (i) complete any construction on the Mortgaged Property in such manner and form as Lender deems advisable; (ii) exercise all rights and powers of Borrower, including the right to demand, sue for, collect, and receive all Rents; (iii) require Borrower to pay monthly in advance to Lender the fair and reasonable rental value for Borrower’s use and occupancy of any part of the Mortgaged Property, or require Borrower to vacate and surrender such possession of the Mortgaged Property to Lender and, in default thereof, Borrower and its other subsidiaries shall reimburse may be evicted by summary proceedings or otherwise. (c) Lender may take any action to recover any of the Indebtedness, to resort to any security for all reasonable amounts expended (including the fees and out-of-pocket expenses repayment of counsel) in connection therewiththe Indebtedness, as a result or to enforce any covenant hereof without prejudice to the right of or in connection with its exercise of remedies, together with interest on such amounts at the Note default interest rate from the date incurred until reimbursed. Further upon an event of default as described hereinabove and the expiration of any applicable cure period provided as set forth hereinabove, Lender shall be entitled thereafter to exercise all of enforce its rights under this Assignment. The rights and actions of Lender under this Assignment or the Loan Documents in accordance with shall be separate, distinct, and cumulative and none shall be given effect to the terms set forth therein and in accordance with applicable law then in effectexclusion of the others.

Remedies of Lender. Upon an event the occurrence of default described above in this Article VII, Lender shall, prior to exercising the remedies described herein, provide Borrower with written notice specifying in reasonable detail the event of default which has occurred and stating that it intends to exercise remedies provided in this Section. Borrower shall then have five (5) days in the case of a monetary default, and twenty (20) days in the case of a non-monetary default, after receipt of such notice to cure or cause to be cured such default and to provide Lender with notice and reasonable documentation that it has cured or cause to be cured such any Event of Default. If Borrower does not provide such proper notice and evidence, then Lender may immediately by notice to Borrower declare all or any portion of the outstanding principal amount under the Note and other obligations to be due and payable whereupon the full unpaid amount under the Note and other obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, except as may be required by applicable law. Lender is further authorized, after the passage of the particular cure period, to perform or cause to be performed such act or take such action or pay such money that Lender deems necessary or desirable to cure such event of default, and any expenses so incurred by Lender and any money so paid by the Lender shall be a demand obligation owing by Borrower to the Lender and the Lender, upon making such payment, shall be subrogated to all of the lights of the person receiving such payment. Each amount due and owing by Borrower to the Lender pursuant to this Agreement or any other Loan Document shall bear interest from the date of notice to Borrower of such expenditure or payment or other occurrence which gives rise to such amount being owed to the Lender until paid equal to the prime rate of interest quoted by J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank from time to time, plus three percent (3%) per annum, and all such amounts together with such interest thereon shall become part of the obligations evidenced by the Note and deemed secured by the Deeds of Trust, the Security Agreement-Pledges and all other Loan Document described or contemplated by this Agreement as security for the obligations of Borrower and its subsidiaries. Upon demand, after the occurrence of an event of default, Borrower and its other subsidiaries shall reimburse Lender for all reasonable amounts expended (including the fees and out-of-pocket expenses of counsel) in connection therewith, as a result of or in connection with its exercise of remedies, together with interest on such amounts at the Note default interest rate from the date incurred until reimbursed. Further upon an event of default as described hereinabove and the expiration of any applicable cure period provided as set forth hereinaboveperiod, Lender shall at its option be entitled entitled, in addition to and not in lieu of the remedies provided in the Loan Agreement and other Loan Documents, to proceed to exercise any or all of its rights under the Loan Documents following remedies: 1. Require Borrower to vacate the Land and Storage Improvements. Borrower agrees that, upon Lender's request in the event of an Event of Default, to immediately vacate the Land and Storage Improvements; 2. Enter into possession of the Land and Storage Improvements; 3. Perform or cause to be performed any and all work and labor necessary to complete the Storage Improvements in accordance with the terms set forth therein Plans and Construction Contract; 4. Employ security watchmen to protect the Land and Storage Improvements; 5. Disburse that portion of the Loan proceeds not previously disbursed (including any retainage) to the extent necessary to complete construction of the Storage Improvements in accordance with applicable law then Plans and Construction Contract, and if the completion requires a larger sum than the remaining undisbursed portion of the Loan, to disburse such additional funds, all of which funds so disbursed by Lender shall be deemed to have been disbursed to Borrower and shall be secured by the Security Documents. For this purpose, Borrower hereby constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete the construction of the Storage Improvements in effectthe name of Borrower, and hereby empowers Lender as said attorney to take all actions necessary in connection therewith including any Escrow and any funds which may remain unadvanced under the Loan for the purpose of completing the Storage Improvements in the manner called for by the Plans; to make such additions and changes and corrections in the Plans which shall be necessary or desirable to complete the Storage Improvements in substantially the manner contemplated by the Plans; to employ such contractors, subcontractors, agents, architects, and inspectors as shall be required for said purposes; to pay, settle or compromise all existing or future bills and claims which are or may be liens against said Land, or may be necessary or desirable for the completion of the Storage Improvements or the clearance of the title to the Land; to execute all applications and certificates in the name of Borrower which may be required by any construction contract and to do any and every act with respect to the construction of the Storage Improvements and to take such action and require such performance as it deems necessary. In accordance therewith Borrower hereby assigns and quitclaims to Lender all sums to be advanced hereunder including retainage and any sums in escrow conditioned upon the use of said sums, if any, for the completion of the Storage Improvements; and/or 6. Take any other action that Lender, in its sole discretion, deems necessary or advisable under the circumstances to protect and preserve the Collateral. Borrower agrees to immediately reimburse Lender for all costs incurred to protect and preserve the Collateral.

Remedies of Lender. Upon At any time that an event Event of default described above in this Article VIIDefault exists under the Security Instrument, regardless of whether or not the maturity of the principal of the Note is accelerated, Lender shall, prior to exercising shall have the remedies described hereinof a secured party under the Uniform Commercial Code and, provide Borrower with written notice specifying in reasonable detail at ▇▇▇▇▇▇'s option, may exercise any one or more of the event of default which has occurred and stating that it intends to exercise rights or remedies provided in this Section. Borrower shall then have five (5) days set forth in the case Note or the Loan Documents. Any requirement of a monetary defaultthe Uniform Commercial Code for reasonable notice shall be met if the notice is given in accordance with the requirements of Section 11, and at least twenty (20) business days in prior to the case time of a non-monetary defaultthe sale, after receipt disposition or other event or thing giving rise to the requirement of such notice to cure or cause (which period and method of giving notice is hereby agreed to be cured such default and to provide Lender with notice and reasonable documentation that it has cured or cause to be cured such Event commercially reasonable). In exercising any of Default. If Borrower does not provide such proper notice and evidenceits remedies, then Lender may immediately by notice to Borrower declare all proceed against the items of real property and any items of personal property comprising the Supplemental Collateral separately or together and in any portion order, without in anyway affecting the availability of Lender's remedies under the Code or of the outstanding principal amount under the Note and other obligations to be due and payable whereupon the full unpaid amount under the Note and other obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, except as may be required by applicable law. Lender is further authorized, after the passage of the particular cure period, to perform or cause to be performed such act or take such action or pay such money that Lender deems necessary or desirable to cure such event of default, and any expenses so incurred by Lender and any money so paid by the Lender shall be a demand obligation owing by Borrower to the Lender and the Lender, upon making such payment, shall be subrogated to all of the lights of the person receiving such payment. Each amount due and owing by Borrower to the Lender pursuant to remedies provided in this Agreement or any other Loan Document Documents. The right of Lender to be the purchaser for its own account at any sale or other disposition of the Supplemental Collateral shall bear interest from not be affected by the date of notice to Borrower fact that Lender is or may be now or at the time of such expenditure sale or payment or other occurrence which gives rise to such amount being owed disposition record titleholder to the Supplemental Collateral, nor shall that fact in any manner affect the rights of Lender until paid equal to sell, dispose of or otherwise deal with the prime rate of security interest quoted granted in this Agreement. Any and all net proceeds realized by J.▇. ▇▇▇▇▇▇ Cpursuant to this Section 6, after first deducting all legal or other costs and expenses incurred by Lender in effecting such realization, shall be applied to pay any or all of the Indebtedness as ▇▇▇▇▇▇ Bank from time shall deem proper, with any surplus to timebe returned to Assignor. Upon full payment and performance of all Indebtedness, plus three percent (3%) per annumobligations and liabilities hereby secured, ▇▇▇▇▇▇ agrees to release this Agreement and all such amounts together with such interest thereon shall become part the lien or charge created hereby. The recorded satisfaction or release of the obligations evidenced by Security Instrument shall automatically effect the Note and deemed secured by the Deeds release of Trust, the Security this Agreement-Pledges and all other Loan Document described or contemplated by this Agreement as security for the obligations of Borrower and its subsidiaries. Upon demand, after the occurrence of an event of default, Borrower and its other subsidiaries shall reimburse Lender for all reasonable amounts expended (including the fees and out-of-pocket expenses of counsel) in connection therewith, as a result of or in connection with its exercise of remedies, together with interest on such amounts at the Note default interest rate from the date incurred until reimbursed. Further upon an event of default as described hereinabove and the expiration of any applicable cure period provided as set forth hereinabove, Lender shall be entitled to exercise all of its rights under the Loan Documents in accordance with the terms set forth therein and in accordance with applicable law then in effect.

Remedies of Lender. Upon an event the occurrence of default described above in this Article VII, Lender shall, prior to exercising the remedies described herein, provide Borrower with written notice specifying in reasonable detail the event of default which has occurred and stating that it intends to exercise remedies provided in this Section. Borrower shall then have five (5) days in the case of a monetary default, and twenty (20) days in the case of a non-monetary default, after receipt of such notice to cure or cause to be cured such default and to provide Lender with notice and reasonable documentation that it has cured or cause to be cured such any Event of Default. If Borrower does not provide such proper notice and evidence, then Lender may immediately by notice to Borrower declare all or any portion of the outstanding principal amount under the Note and other obligations to be due and payable whereupon the full unpaid amount under the Note and other obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, except as may be required by applicable law. Lender is further authorized, after the passage of the particular cure period, to perform or cause to be performed such act or take such action or pay such money that Lender deems necessary or desirable to cure such event of default, and any expenses so incurred by Lender and any money so paid by the Lender shall be a demand obligation owing by Borrower to the Lender and the Lender, upon making such payment, shall be subrogated to all of the lights of the person receiving such payment. Each amount due and owing by Borrower to the Lender pursuant to this Agreement or any other Loan Document shall bear interest from the date of notice to Borrower of such expenditure or payment or other occurrence which gives rise to such amount being owed to the Lender until paid equal to the prime rate of interest quoted by J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank from time to time, plus three percent (3%) per annum, and all such amounts together with such interest thereon shall become part of the obligations evidenced by the Note and deemed secured by the Deeds of Trust, the Security Agreement-Pledges and all other Loan Document described or contemplated by this Agreement as security for the obligations of Borrower and its subsidiaries. Upon demand, after the occurrence of an event of default, Borrower and its other subsidiaries shall reimburse Lender for all reasonable amounts expended (including the fees and out-of-pocket expenses of counsel) in connection therewith, as a result of or in connection with its exercise of remedies, together with interest on such amounts at the Note default interest rate from the date incurred until reimbursed. Further upon an event of default as described hereinabove and the expiration of any applicable cure period provided as set forth hereinaboveperiod, Lender shall at its option be entitled entitled, in addition to and not in lieu of the remedies provided in the Loan Agreement and other Loan Documents, to proceed to exercise any or all of its rights under the Loan Documents following remedies: 1. Require Borrower to vacate the Land and Expansion Improvements. Borrower agrees that, upon Lender's request in the event of an Event of Default, to immediately vacate the Land and Expansion Improvements; 2. Enter into possession of the Land and Expansion Improvements; 3. Perform or cause to be performed any and all work and labor necessary to complete the Expansion Improvements in accordance with the terms set forth therein Plans and Construction Contract; 4. Employ security watchmen to protect the Land and Expansion Improvements; 5. Disburse that portion of the Loan proceeds not previously disbursed (including any retainage) to the extent necessary to complete construction of the Expansion Improvements in accordance with applicable law then Plans and Construction Contract, and if the completion requires a larger sum than the remaining undisbursed portion of the Loan, to disburse such additional funds, all of which funds so disbursed by Lender shall be deemed to have been disbursed to Borrower and shall be secured by the Security Documents. For this purpose, Borrower hereby constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete the construction of the Expansion Improvements in effectthe name of Borrower, and hereby empowers Lender as said attorney to take all actions necessary in connection therewith including any Escrow and any funds which may remain unadvanced under the Loan for the purpose of completing the Expansion Improvements in the manner called for by the Plans; to make such additions and changes and corrections in the Plans which shall be necessary or desirable to complete the Expansion Improvements in substantially the manner contemplated by the Plans; to employ such contractors, subcontractors, agents, architects, and inspectors as shall be required for said purposes; to pay, settle or compromise all existing or future bills and claims which are or may be liens against said Land, or may be necessary or desirable for the completion of the Expansion Improvements or the clearance of the title to the Land; to execute all applications and certificates in the name of Borrower which may be required by any construction contract and to do any and every act with respect to the construction of the Expansion Improvements and to take such action and require such performance as it deems necessary. In accordance therewith Borrower hereby assigns and quitclaims to Lender all sums to be advanced hereunder including retainage and any sums in escrow conditioned upon the use of said sums, if any, for the completion of the Expansion Improvements; and/or 6. Take any other action that Lender, in its sole discretion, deems necessary or advisable under the circumstances to protect and preserve the Collateral. Borrower agrees to immediately reimburse Lender for all costs incurred to protect and preserve the Collateral.

Remedies of Lender. Upon an event the occurrence of default described above in this Article VIIany Event of ------------------ Default, Lender shallmay, prior without notice to exercising or demand upon Borrower, which are expressly waived by Borrower (except for notices or demands otherwise required by applicable Laws to the remedies described herein, provide extent not effectively waived by Borrower with written notice specifying in reasonable detail the event of default which has occurred and stating that it intends to exercise remedies provided in this Section. Borrower shall then have five (5) days any notices or demands specified in the case Loan Documents), exercise any one or more of a monetary default, and twenty the following Remedies as Lender may determine: (201) days in Lender may waive the case of a non-monetary default, after receipt of such notice to cure or cause to be cured such default and to provide Lender with notice and reasonable documentation that it has cured or cause to be cured such Event of Default. If Borrower does not provide such proper notice Default or, without waiving, determine, upon terms and evidenceconditions satisfactory to Lender, then to make further Disbursements; (2) Lender may immediately by notice to Borrower declare all or any portion the unpaid principal of the outstanding principal amount under the Note and all accrued interest and other obligations amounts payable under the Loan Documents to be due and payable whereupon the full unpaid amount under the Note and other obligations which shall be so declared due and payable shall be and become immediately due and payable, in which event all such amounts shall immediately be due and payable without further noticeprotest, presentment, notice of dishonor, demand or presentmentfurther notice of any kind, except all of which are expressly waived by Borrower; (3) Lender may perform any of Borrower's Obligations in such manner as Lender may be required by applicable law. determine; (4) Lender is further authorizedmay, after the passage either directly or through an agent or court- appointed receiver, take possession of the particular cure periodCollateral; and (5) Lender may proceed to protect, to perform or cause to be performed such act or take such action or pay such money that Lender deems necessary or desirable to cure such event of default, exercise and enforce any expenses so incurred by Lender and any money so paid by the Lender shall be a demand obligation owing by Borrower to the Lender and the Lender, upon making such payment, shall be subrogated to all of the lights of the person receiving such payment. Each amount due and owing by Borrower to the Lender pursuant to this Agreement or any other Loan Document shall bear interest from the date of notice to Borrower of such expenditure or payment or other occurrence which gives rise to such amount being owed to the Lender until paid equal to the prime rate of interest quoted by J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank from time to time, plus three percent (3%) per annum, and all such amounts together with such interest thereon shall become part of the obligations evidenced by the Note and deemed secured by the Deeds of Trust, the Security Agreement-Pledges and all other Loan Document described or contemplated by this Agreement as security for the obligations of Borrower and its subsidiaries. Upon demand, after the occurrence of an event of default, Borrower and its other subsidiaries shall reimburse Lender for all reasonable amounts expended (including the fees and out-of-pocket expenses of counsel) in connection therewith, as a result of or in connection with its exercise of remedies, together with interest on such amounts at the Note default interest rate from the date incurred until reimbursed. Further upon an event of default as described hereinabove and the expiration of any applicable cure period Remedies provided as set forth hereinabove, Lender shall be entitled to exercise all of its rights under the Loan Documents or by applicable Laws. All costs, expenses, charges and advances of Lender in exercising any such Remedies shall be payable by Borrower to Lender in accordance with Section 4.9. Each of the terms set forth therein Remedies of Lender provided in the Loan Documents is cumulative and not exclusive of, and shall not prejudice, any other Remedy provided in the Loan Documents or by applicable Laws. Each Remedy may be exercised from time to time as often as deemed necessary by Lender, and in accordance with applicable law then such order and manner as Lender may determine. No failure or delay on the part of Lender in effectexercising any Remedy shall operate as a waiver of such Remedy; nor shall any single or partial exercise of any Remedy preclude any other or further exercise of such Remedy or of any other Remedy. No application of payments, or any advances or other action by Lender, will cure or waive any Event of Default or prevent acceleration, or continued acceleration, of amounts payable under the Loan Documents or prevent the exercise, or continued exercise, of any Remedies of Lender.

Remedies of Lender. (a) Upon the occurrence and during the continuance of an event of default described above in this Article VII, Lender shall, prior to exercising the remedies described herein, provide Borrower with written notice specifying in reasonable detail the event of default which has occurred and stating that it intends to exercise remedies provided in this Section. Borrower shall then have five (5) days in the case of a monetary default, and twenty (20) days in the case of a non-monetary default, after receipt of such notice to cure or cause to be cured such default and to provide Lender with notice and reasonable documentation that it has cured or cause to be cured such Event of Default. If , Borrower does not provide such proper notice hereby agrees that the License and evidenceBorrower's relationship as Lender's Agent shall automatically, then and without further action of any kind or nature by Lender, terminate, and that Lender may immediately by notice give the Lease Rent Notice to Borrower declare all or Lessees under the Leases. It shall never be necessary for Lender to institute legal proceedings of any portion kind whatsoever to enforce any provision of this Assignment. After the termination of the outstanding principal amount under the Note and other obligations to be due and payable whereupon the full unpaid amount under the Note and other obligations which License, all Rents collected by Lender shall be so declared due applied as provided for in Section 4.3 of this Assignment. Entering upon and payable shall be and become immediately due and payable, without further notice, demand or presentment, except as may be required by applicable law. Lender is further authorized, after the passage taking possession of the particular Mortgaged Property, collection of Rents and the application thereof as aforesaid shall not cure period, to perform or cause to be performed such act waive any Event of Default or take such action or pay such money that Lender deems necessary or desirable to cure such event notice of default, and if any, hereunder nor invalidate any expenses so incurred act done pursuant to such notice. Failure or discontinuance by Lender and any money so paid by the Lender shall be a demand obligation owing by Borrower to the Lender and the Lender, upon making such payment, shall be subrogated to all of the lights of the person receiving such payment. Each amount due and owing by Borrower to the Lender pursuant to this Agreement at any time or any other Loan Document shall bear interest from the date of notice to Borrower of such expenditure or payment or other occurrence which gives rise to such amount being owed to the Lender until paid equal to the prime rate of interest quoted by J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank from time to time, plus three percent (3%) per annumto collect said Rents shall not in any manner impair the subsequent enforcement by Lender, and all such amounts together with such interest thereon shall become part of the obligations evidenced by right, power and authority herein conferred upon Lender. Nothing contained herein, nor the Note and deemed secured by the Deeds of Trust, the Security Agreement-Pledges and all other Loan Document described or contemplated by this Agreement as security for the obligations of Borrower and its subsidiaries. Upon demand, after the occurrence of an event of default, Borrower and its other subsidiaries shall reimburse Lender for all reasonable amounts expended (including the fees and out-of-pocket expenses of counsel) in connection therewith, as a result of or in connection with its exercise of remediesany right, together with interest on such amounts at the Note default interest rate from the date incurred until reimbursed. Further upon an event of default as described hereinabove and the expiration of any applicable cure period provided as set forth hereinabove, power or authority herein granted to Lender shall be entitled or shall be construed to be, an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of, the lien or charge of the Mortgage, to any such tenancy, lease, or option, nor an election of judicial relief, if any such relief is requested or obtained as to Rents, with respect to the Mortgaged Property or any collateral given by Borrower to Lender. (b) In addition, upon the occurrence and during the continuance of an Event of Default, Lender, at its option, may (i) complete any construction on the Mortgaged Property in such manner and form as Lender deems advisable; (ii) exercise all rights and powers of its rights Borrower, including the right to demand, su▇ ▇or, collect and receive all Rents from the Mortgaged Property and all sums payable under the Loan Documents Assignment Property; (iii) require Borrower to vacate and surrender possession of the Mortgaged Property to Lender and, in accordance with the terms set forth therein and in accordance with applicable law then in effectdefault thereof, Borrower may be evicted by summary proceedings or otherwise.

Remedies of Lender. Upon (a) If an event Event of default Default: (i) described above in this Article VIISections 8.1.2, 8.1.3, 8.1.6, or 8.1.7 (other than in respect of a payment) shall have occurred, Lender shall, prior to exercising the remedies described herein, may provide Borrower with written notice specifying in reasonable detail the event Event of default Default which has occurred and stating that it intends to exercise remedies provided in this Section. Borrower shall then have five (5) 30 days in the case of a monetary default, and twenty (20) days in the case of a non-monetary default, after receipt of such notice to cure or cause to be cured such default and to provide Lender with notice and reasonable documentation that it has cured or cause to be cured such Event of Default. If Borrower does not provide such proper notice and evidence, then Lender may immediately by notice to Borrower reduce the Commitment Amount and the Maximum Commitment Amount to zero and/or declare all or any portion of the outstanding principal amount under the Note and other obligations Obligations to be due and payable whereupon the full unpaid amount under the Note and other obligations Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment; (ii) described in Section 8.1.9 shall have occurred, except as may then the outstanding principal amount under the Note and all other Obligations shall automatically be required and become immediately due and payable, without notice or demand; (iii) described in Section 8.1.11 shall have occurred, and if Lender shall have paid or incurred a Reimbursable Expense in connection therewith, Lender shall notify Borrower in writing of such payment(s), and if Borrower does not fully reimburse Lender within ten (10) days of receipt of such notice, Lender shall be entitled by applicable law. Lender is further authorized, after the passage notice to Borrower to declare all or any portion of the particular cure periodoutstanding principal amount under the Note and other Obligations to be due and payable whereupon the full unpaid amount under the Note and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment. (iv) described in Section 8.1 (other than in Sections 8.1.2, 8.1.3, 8.1.6, 8.1.7, 8.1.9, or 8.1.11) shall have occurred, then Lender may by notice to Borrower declare all or any portion of the outstanding principal amount under the Note and other Obligations to be due and payable whereupon the full unpaid amount of the Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment. (b) After the occurrence of an Event of Default, and in addition to Lender’s right to recover damages, all remedies set forth in Section 8.2(a) and all other remedies available to Lender at law or in equity, or pursuant to the Loan Documents, including, without limitation, the Mortgage, the Security Agreement, and the Pledge Agreements, Lender may (but is not obligated or required to) exercise any or all of the following remedies: (i) perform or cause to be performed such or pay at Borrower’s expense the act or matter the failure of which resulted in the Event of Default, in which event Lender may expend funds for such purpose; (ii) take such action any and all actions necessary to protect its collateral including, without limitation, taking any legal actions or pay such money that Lender deems necessary paying any amounts or desirable settling any claims; (iii) apply any amounts deposited in the Collateral Account as a prepayment on the Note pursuant to cure such event Section 3.1; (iv) after written notice to Borrower, exercise all rights of defaultBorrower, its Subsidiaries and any expenses so incurred by Lender and any money so paid by the Lender shall be a demand obligation owing by Borrower other Obligor with respect to the Lender possession, operation and the Lender, upon making such payment, shall be subrogated to development of some or all of the lights Subject Interests, including, without limitation, the right to operate some or all of the person receiving such payment. Each amount due Subject Interests; (v) exercise the right to notify the purchasers of the Subject Hydrocarbons to make direct payment to Lender; (vi) have the use, in connection with operating the Subject Interests, of any or all of the Property, equipment, machinery and owing by Borrower to the Lender pursuant to this Agreement facilities of Borrower, its Subsidiaries or any other Loan Document shall bear interest from Obligor located thereon or used in connection therewith as then may be useful or appropriate for the date production, treating, storing, and transporting of notice Subject Hydrocarbons and Borrower, its Subsidiaries and each other Obligor hereby grant Lender a non-exclusive easement and license to Borrower use any and all such property, equipment, machinery and facilities in the event of such expenditure occurrence; (vii) Lender may on behalf of and for the account of Borrower and its Subsidiaries, sell or payment or other occurrence which gives rise utilize all of the Subject Hydrocarbons and apply the proceeds thereof attributable to such amount being owed interest of Borrower and its Subsidiaries therein to the costs and expenses of the operation and development of the Subject Interests and to reimburse Lender until paid equal for any amounts so expended by Lender; (viii) in the event of the occurrence of an Event of Default, Lender may request and require Borrower or any of its Subsidiaries to resign as record title operator of the prime rate of interest quoted by J.▇. ▇Subject Interests, including, without limitation, under the C▇▇▇▇▇ Joint Operating Agreement and take all actions necessary to replace Borrower or such Subsidiary as record title operator including, without limitation, replacing Borrower or such Subsidiary as record title operator with Lender or any of its Affiliates or any third-party, and Borrower and its Subsidiaries agree (i) to cooperate fully in each and every way in connection with the replacement of the operator of the Subject Interests, including, without limitation, agreeing to withdraw as record title operator of the Subject Interests, (ii) to vote for and otherwise support Lender’s designated interim record title operator until a successor record title operator is elected pursuant to the terms and provisions of any joint operating agreement and (iii) to vote for and otherwise support Lender’s choice as record title operator pursuant to the terms and provisions of any joint operating agreement; provided that Borrower and its Subsidiaries shall remain obligated for all obligations, costs and expenses arising from serving as record title operator of the Subject Interests, including, without limitation, under the C▇▇▇▇▇ Bank from time to time, plus three percent Joint Operating Agreement; and (3%c) per annum, and all such amounts together with such interest thereon shall become part of the obligations evidenced by the Note and deemed secured by the Deeds of Trust, the Security Agreement-Pledges and all other Loan Document described or contemplated by this Agreement as security for the obligations of Borrower and its subsidiaries. Upon demand, after the occurrence of an event Event of defaultDefault, Borrower and its other subsidiaries shall reimburse Lender for all reasonable amounts expended (including the fees and out-of-pocket expenses of counsel) counsel in connection therewith, breakage and rescheduling costs and pipeline service costs) by Lender (such expended amounts to be included as Reimbursable Expenses) as a result of or in connection with its exercise of remedies, together with interest on such amounts at the Note default interest rate Default Rate from the date incurred until reimbursed. Further upon an event of default as described hereinabove . (d) The rights provided for in this Agreement and the expiration other Loan Documents are cumulative and are not exclusive of any applicable cure period other rights, powers, privileges or remedies provided as set forth hereinaboveby Applicable Law or in equity, Lender shall be entitled to exercise all of its rights or under any other instrument, document or agreement, including, the Loan Documents in accordance with the terms set forth therein and in accordance with applicable law then in effectDocuments, now existing or hereafter arising.

Remedies of Lender. (a) Upon or at any time after the occurrence of an event of default described above in this Article VII, Lender shall, prior to exercising the remedies described herein, provide Borrower with written notice specifying in reasonable detail the event of default which has occurred and stating that it intends to exercise remedies provided in this Section. Borrower shall then have five (5) days in the case of a monetary default, and twenty (20) days in the case of a non-monetary default, after receipt of such notice to cure or cause to be cured such default and to provide Lender with notice and reasonable documentation that it has cured or cause to be cured such Event of Default. If Borrower does not provide such proper notice hereby agrees that Lender shall have the right (in its sole discretion) to terminate the License and evidence, then give the Lessees under the Leases the Lease Rent Notice. All Rents collected by Lender may immediately by notice to Borrower declare all or any portion shall be applied as provided for in Article VIII of the outstanding principal Deed of Trust; provided, however, that if the reasonable costs, expenses, and attorneys' fees shall exceed the amount under of Rents collected, the Note and other obligations to be due and payable whereupon the full unpaid amount under the Note and other obligations which excess shall be so declared due added to the Indebtedness, shall bear interest at the Default Rate, and payable shall be and become immediately due and payable, without further notice, demand or presentment, except as may be required by applicable law. Lender is further authorized, after the passage The entering upon and taking possession of the particular Mortgaged Property, the collection of Rents, and the application thereof as aforesaid shall not cure period, to perform or cause to be performed such act waive any Event of Default or take such action or pay such money that Lender deems necessary or desirable to cure such event notice of default, and if any, hereunder nor invalidate any expenses so incurred act done pursuant to such notice. Failure or discontinuance by Lender and any money so paid by the Lender shall be a demand obligation owing by Borrower to the Lender and the Lender, upon making such paymentor Trustee on Lender's behalf, shall be subrogated to all of the lights of the person receiving such payment. Each amount due and owing by Borrower to the Lender pursuant to this Agreement at any time or any other Loan Document shall bear interest from the date of notice to Borrower of such expenditure or payment or other occurrence which gives rise to such amount being owed to the Lender until paid equal to the prime rate of interest quoted by J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank from time to time, plus three percent (3%) per annumto collect said Rents shall not in any manner impair the subsequent enforcement by Lender, and all such amounts together with such interest thereon shall become part or Trustee on Lender's behalf, of the obligations evidenced right, power and authority herein conferred upon Lender. Nothing contained herein, nor the exercise of any right, power, or authority herein granted to Lender, or Trustee on Lender's behalf, shall be, or shall be construed to be, an affirmation by it of any tenancy, lease, or option, nor an assumption of liability under, nor the Note and deemed secured by subordination of, the Deeds lien or charge of the Deed of Trust, to any such tenancy, lease, or option, nor an election of judicial relief, if any such relief is requested or obtained as to Leases or Rents, with respect to the Security Agreement-Pledges and all other Loan Document described Mortgaged Property or contemplated any collateral given by this Agreement as security for the obligations of Borrower and its subsidiaries. Upon demandto Lender. (b) In addition, after upon the occurrence of an event Event of defaultDefault, Lender, at its option, may (i) complete any construction on the Mortgaged Property in such manner and form as Lender deems advisable; (ii) exercise all rights and powers of Borrower, including, without limitation, the right to enter into, negotiate, execute, cancel, enforce or modify Leases, obtain and evict tenants, and demand, ▇▇▇ for, collect and receive all Rents from the Mortgaged Property and all sums payable under the Assignment Property; (iii) either require Borrower to pay monthly in advance to Lender, or to any receiver appointed to collect the Rents, the fair and reasonable rental value for the use and occupancy of such part of the Mortgaged Property as may be in possession of Borrower, or require Borrower to vacate and surrender possession of the Mortgaged Property to Lender or to such receiver and, in default thereof, Borrower and its other subsidiaries shall reimburse Lender for all reasonable amounts expended (including the fees and out-of-pocket expenses of counsel) in connection therewith, as a result of may be evicted by summary proceedings or in connection with its exercise of remedies, together with interest on such amounts at the Note default interest rate from the date incurred until reimbursed. Further upon an event of default as described hereinabove and the expiration of any applicable cure period provided as set forth hereinabove, Lender shall be entitled to exercise all of its rights under the Loan Documents in accordance with the terms set forth therein and in accordance with applicable law then in effectotherwise.

Remedies of Lender. Upon an event of default described -------------------- above in this Article VIIArticle, Lender shall, prior to exercising the remedies described herein, provide Borrower with written notice specifying in reasonable detail the event of default which has occurred and stating that it intends to exercise remedies provided in this Section. Borrower shall then have five (5) days in the case of a monetary default, and twenty (20) days in the case of a non-monetary default, after receipt of such notice to cure or cause to be cured such default and to provide Lender with notice and reasonable documentation that it has cured or cause to be cured such Event of Default. If Borrower does not provide such proper notice and evidence, then Lender may immediately by notice to Borrower declare all or any portion of the outstanding principal amount under the Note and other obligations to be due and payable whereupon the full unpaid amount under the Note and other obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, except as may be required by applicable law. Lender is further authorized, after the passage of the particular cure period, to perform or cause to be performed such act or take such action action, or pay such money that Lender deems necessary or desirable to cure such event Event of defaultDefault, and any expenses so incurred by Lender and any money so paid by the Lender shall be a demand obligation owing by Borrower to the Lender and the Lender, upon making such payment, shall be subrogated to all of the lights rights of the person Person receiving such payment. Each amount due and owing by Borrower to the Lender pursuant to this Agreement or any other Loan Document loan document shall bear interest from the date of notice to Borrower of such expenditure or payment or other occurrence which gives rise to such amount being owed to the Lender until paid equal to at the prime Note interest rate of interest quoted by J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank from time to time, plus three six percent (36%) per annum, and all such amounts together with such interest thereon shall become part of the obligations evidenced by the Note and deemed secured by the Deeds Deed(s) of Trust, the Security Agreement-Pledges Trust and all other Loan Document documents described or contemplated by this Agreement as security for the obligations of Borrower and its subsidiaries. Upon demand, after the occurrence of an event of default, Borrower and its other subsidiaries shall reimburse Lender for all reasonable amounts expended (including the fees and out-of-pocket expenses of counsel) in connection therewith, as a result of or in connection with its exercise of remedies, together with interest on such amounts at the Note default interest rate from the date incurred until reimbursed. Further upon an event of default as described hereinabove and the expiration of any applicable cure period provided as set forth hereinabove, Lender shall be entitled to exercise all of its rights under the Loan Documents in accordance with the terms set forth therein and in accordance with applicable law then in effect.