Common use of Remedies on Default Clause in Contracts

Remedies on Default. Whenever any Event of Default exists with respect to a Property Schedule, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) Without terminating the Property Schedule, and by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii).

Remedies on Default. Whenever any Event of Default exists with respect referred to a Property Schedule, Lessor in Section 14.01 of this Lease shall have happened and be continuing, the rightTrustee shall, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) Without terminating The Trustee may[, with the Property Schedulewritten consent of the Insurer, and by shall, at the written direction of the Insurer,] terminate the Lease Term and give notice to Lessee, Lessor may declare all Lease Payments the County to vacate and other amounts payable by Lessee thereunder to the end surrender possession of the then-current budget year Leased Property within 10 Business Days of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less;notice. DRAFT (b) Lessor may terminate [In the Property Scheduleevent that payments under the Policy shall be insufficient to pay the principal of and interest on the Series 2019 Certificates when due], may enter the premises where Trustee may[, and shall, at the Property subject to the Property Schedule is located and retake possession written direction of the Insurer,] proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Leased Property, or require Lessee, at Lessee's expense, to promptly return any or part thereof in any lawful manner and may exercise all the rights and remedies of a secured party under the Property Colorado Uniform Commercial Code with respect to the possession of Lessor at such place within Equipment included in the United States as Lessor shall specify, Leased Property and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect remedies in the StateIndenture; provided, however, that any proceeds the Trustee may not recover from the disposition County any deficiency which may exist following the liquidation of the property Leased Property in excess of Base Rentals and Additional Rentals for the sum required to then current Fiscal Year and in excess of amounts payable under subparagraph (id) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property;this Section 14.02. (c) By written notice In the event that the Trustee deems such action to any escrow agent who is holding proceeds be in the best interests of the Owners of the Series 2019 Certificates, the Trustee may[, with the written consent of the Insurer, and shall, at the written direction of the Insurer,] lease or sublease the Leased Property Schedule, Lessor may instruct or any portion thereof or sell any interest the Trustee has in the Leased Property for the benefit of such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule;Owners. (d) Lessor The Trustee may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under recover from the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items County: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the County continues to (iii) in Section 13.02(b) in wholeoccupy, Lessee shall remain obligated after application of proceeds to items (i) and use or possess the Leased Property; and (ii)) Base Rentals and Additional Rentals which would otherwise have been payable by the County hereunder during the remainder, to pay after the County vacates and surrenders possession of the Leased Property, of the Fiscal Year in whole the amounts for item (iii)which such Event of Default occurs.

Remedies on Default. Whenever any Upon the happening of an Event of Default exists with respect to a Property Schedule, Lessor shall have the rightLandlord may, at its sole option option, and in addition to and without any further demand or notice, prejudice to take one or any combination all rights and remedies of the following remedial stepsLandlord available to it either by any other provision of this Lease or by statute or the general law: (a) Without terminating the Property Schedule, and by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder be entitled to the end full amount of the then-current budget year month's and the next ensuing three months instalments of Lessee to be dueRent which shall immediately become due and payable and the Landlord may immediately distrain for the same, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is lesstogether with any arrears then unpaid; (b) Lessor may terminate without notice or any form of legal process, forthwith re-let or sublet the Property ScheduleLeased Premises or any part or parts thereof for whatever term or terms and at whatever rent and upon whatever other terms, may enter covenants and conditions Landlord considers advisable including, without limitation, the premises where payment or granting of inducements all on behalf of Tenant; and on each such re-letting or subletting the Property subject rent received by Landlord therefrom will be applied first to reimburse Landlord for any such inducements and for any expenses, capital or otherwise, incurred by Landlord in making the Leased Premises ready for re-letting or subletting; and secondly to the Property Schedule is located and retake possession payment of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with of re-letting or subletting including brokerage fees and legal fees on a solicitor and his own client basis; and third to the disposition payment of Rent; and the residue if any will be held by Landlord and applied to payment of Rent as it becomes due and payable. If rent received from re-letting or subletting during any month is less than Rent to be paid during that month hereunder, Tenant will pay the deficiency which will be calculated and paid monthly on or before the first day of every month; and no re-letting or subletting of the Property (including attorneys’ fees)Leased Premises by Landlord or entry by Landlord or its agents upon the Leased Premises for the purpose of re-letting or subletting or other act of Landlord relating thereto including, shall without limitation, changing or permitting a sub-tenant to change locks, will be paid construed as an election on its part to Lessee terminate this Lease unless a written notice of termination is given to Tenant; and if Landlord elects to re-let or such other creditor sublet the Leased Premises without terminating, it may afterwards elect to terminate this Lease at any time by reason of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition any Event of the PropertyDefault then existing; (c) By written notice to any escrow agent who is holding proceeds seize and sell such goods, chattels and equipment of the Property ScheduleTenant as are in the Leased Premises and may apply the proceeds thereof to all Rent to which the Landlord is then entitled under this Lease. Any such sale may be affected by public auction or otherwise, Lessor and either in bulk or by individual item, or partly by one means and partly by another, all as the Landlord in its sole discretion may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Scheduledecide; (d) Lessor may take terminate this Lease by leaving upon the Leased Premises notice in writing of the termination, and termination shall be without prejudice to the Landlord's right to damages; it being agreed that the Tenant shall pay to the Landlord on demand as damages the loss of income of the Landlord to be derived from this Lease and the Leased Premises for the unexpired portion of the Term had it not been terminated; (e) re-enter into and upon the Leased Premises or any actionpart thereof in the name of the whole and repossess and enjoy the same as of Landlord's former estate, at law anything herein contained to the contrary notwithstanding; and the Tenant shall pay to the Landlord forthwith upon demand all expenses of the Landlord in re-entering, terminating, re-letting, collecting sums due or payable by the Tenant or realizing upon assets seized or otherwise exercising its rights and remedies under this Section including tenant inducements, leasing commissions, legal fees (on a solicitor and his own client basis) and all disbursements and the expense of keeping the Leased Premises in good order, repairing the same and preparing them for re-letting. In addition, and without limiting the generality of the foregoing provisions of this Section 11.05, upon the happening of an Event of Default, and whether or not this Lease is terminated in accordance with such provisions, the Landlord shall have no further liability to pay to the Tenant or any third party any amount on account or in equityrespect of a refund of any security deposits, that is permitted by applicable law prepaid rent or prepaid taxes or any tenant inducement, leasehold improvement allowance, lease takeover or lease subsidy or any other concession or inducement otherwise provided to the Tenant under or with respect to this Lease, and that may appear necessary any Rent-free period otherwise provided to the Tenant hereunder shall be null and void and of no further force or desirable effect and Rent shall be payable in full hereunder without regard to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)such Rent-free period.

Remedies on Default. Whenever any Event of Default exists with respect to a Property Scheduleexists, Lessor shall will have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) Without terminating the Property Schedule, and by By written notice to Lessee, Lessor may declare all Lease Rental Payments and other amounts payable by Lessee thereunder hereunder to the end of the then-then current budget year of Lessee Original Term or Renewal Term to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) With or without terminating this Agreement, Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule Equipment is located and retake possession of the Property, Equipment or require Lessee, Lessee at Lessee's expense, ’s expense to promptly return any or all of the Property Equipment to the possession of Lessor at such a place within the United States as Lessor shall specifyspecified by Lessor, and Lessor may thereafter dispose sell or lease the Equipment or, for the account of Lessee, sublease the Property in accordance with Article 9 of Equipment, holding Lessee liable for the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to difference between (i) pay off any outstanding principal component the Rental Payments and other amounts payable by Lessee hereunder to the end of Lease Paymentsthe then current Original Term or Renewal Term, and (ii) pay the net proceeds of any other amounts then due such sale, lease or sublease (after deducting all expenses of Lessor in exercising its remedies under this Agreement, including without limitation, all expenses of taking possession, storing, reconditioning and selling or leasing the Property ScheduleEquipment and all brokerage, auctioneers’ and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property;; and (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, whatever other action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to enforce or its rights as the owner of the Equipment. In addition, Lessee will remain liable for all covenants and indemnities under this Agreement and for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to protect the enforcement of any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient remedies listed above or any other remedy available to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)Lessor.

Remedies on Default. Whenever any Event event of Default exists with respect default referred to a Property Schedule, Lessor in Section 14.1 hereof shall have occurred and such shall not have been cured in accordance with Section 14.2, the right, at its sole option without University may take any further demand or notice, to take one or any combination more of the following remedial stepssteps as against the Tenant: (a) Without 14.3.1 The University may re-enter and take possession of the Leased Premises of Tenant without terminating this Lease and sub-lease the Property Scheduleinterest of the Tenant to any party or operate the same on behalf of the Tenant. In either case, holding the Tenant liable for the difference, if any, between the Rents and other amounts payable under Section Error! Reference source not found. by written notice to Lessee, Lessor may declare all Lease Payments ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and the rents and other amounts payable by Lessee thereunder to the end of the thensuch sub-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less;leasing. (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except 14.3.2 If Tenant defaults with respect to unpaid costs any provision of this Lease, including, but not limited to, the provisions relating to the payment of Rent or the obligation to repair and expenses incurred maintain the Premises or to perform any other term, covenant or condition contained herein, University may (but shall not be required to), without prejudice to any other remedy provided herein or provided by Lessor in connection with the disposition of the Property; (c) By written law and without notice to Tenant, use the Security Deposit, or any escrow agent who is holding proceeds portion of it, to cure the Property Schedule, Lessor may instruct such escrow agent default or to release compensate University for all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of damages sustained by University resulting from ▇▇▇▇▇▇'s obligations under default. Tenant shall immediately on demand pay to University a sum equivalent to the Property Schedule;portion of the Security Deposit so expended or applied by University as provided in this paragraph so as to maintain the Security Deposit in the sum initially required to be deposited with University. 14.3.3 The University may terminate this Lease, upon written notice to Tenant, and without any cost or liability to the University, if Tenant is in Default and such Default is continuing. Such notice shall be referred to as a “Default Termination Notice” and shall be effective as of the date specified therein, which shall be at least thirty (d30) Lessor days after its receipt by ▇▇▇▇▇▇. 14.3.4 The University may take any action, whatever other action at law or in equity, that is permitted by applicable law and that equity as may appear necessary or desirable to enforce collect the Rent then due and thereafter to become due from Tenant or to protect enforce performance and observance of any obligation, agreement or covenant of its rights the Tenant under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)Lease.

Remedies on Default. Whenever any Event If a Security Agreement Default occurs, all of Default exists with respect to the Obligations shall be immediately due and payable, without notice and Lender shall have all the rights and remedies of a Property Schedulesecured party under the Uniform Commercial Code. Without limitation thereto, Lessor Lender shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) Without terminating the Property Schedule, rights and by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items remedies: (i) to take immediate possession of Collateral, without notice or resort to legal process, and for such purpose, to enter upon any premises on which Collateral or any part thereof may be situated and to remove the same therefrom, or, at its option, to render Collateral unusable or dispose of said Collateral on Debtor's premises; (ii) to require Debtor to assemble the Collateral and make it available to Lender at a place to be designated by Lender; (iii) to exercise its right of set-off or bank lien as to any monies of Debtor deposited in Section 13.02(baccounts of any nature maintained by Debtor with Lender or affiliates of Lender, without advance notice, regardless of whether such accounts are general or special; (iv) to dispose of Collateral, as a unit or in wholeparcels, Lessee separately or with any real property interests also securing the Obligations, in any county or place to be selected by Lender, at either private or public sale (at which public sale Lender may be the purchaser) with or without having the Collateral physically present at said sale. Any notice of sale, disposition or other action by Lender required by law and sent to Debtor at Debtor's address shown above, or at such other address of Debtor as may from time to time be shown on the records of Lender, at least five (5) days prior to such action, shall remain obligated after application constitute reasonable notice to Debtor. Lender shall be entitled to apply the proceeds of proceeds any sale or other disposition of the Collateral, and the payments received by Lender with respect to items (i) and (ii)any of the Collateral, to pay Obligations in whole such order and manner as Lender may determine. Collateral that is subject to rapid declines in value and is customarily sold in recognized markets may be disposed of by Lender in a recognized market for such collateral without providing notice of sale. Debtor waives any and all requirements that the amounts for item (iii)Lender sell or dispose of all or any part of the Collateral at any particular time, regardless of whether Debtor has requested such sale or disposition.

Remedies on Default. Whenever In the event of a default, Landlord may, at Landlord’s option, exercise any Event one or more of Default exists with respect the rights and remedies available to a Property Schedulelandlord in the state of Oregon to redress such default, Lessor consecutively or concurrently, including the following: 18.1 Landlord may elect to terminate Tenant’s right to possession of the Premises or any portion thereof by written notice to Tenant. Following such notice, Landlord may re-enter, take possession of the Premises and remove any persons by legal action or by self-help with the use of reasonable force and without liability for damages. 18.2 Following re-entry by Landlord, Landlord may relet the Premises for a term longer or shorter than the Term and upon any reasonable terms, including the granting of rent concessions to the new tenant. Landlord may alter; refurbish or otherwise changes the character or use of the Premises in connection with such reletting. Landlord shall not be required to relet for any use or purpose, which Landlord may reasonably consider injurious to its property or to any tenant, which Landlord may reasonably consider objectionable. No such reletting by Landlord following a default by Tenant shall be construed as an acceptance of the surrender of the Premises. If rent received upon such reletting exceeds the Rent owed under this Lease, Tenant shall have no claim to the excess. 18.3 Following re-entry Landlord shall have the right, at its sole option without any further demand or notice, right to take one or any combination of recover from Tenant the following remedial steps:damages; (a) Without terminating All unpaid rent or other charges for the Property Scheduleperiod prior to re-entry, and by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder plus interest at a rate equal to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; lesser of: (bi) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property five percentage points in excess of the sum required to discount rate, including any surcharge on the discount rate, on 90-day commercial paper declared by the Federal Reserve Bank in the Federal Reserve district in which Bend, Oregon is located on the date the charge was due (i) pay off any outstanding principal component of Lease Payments, the “Interest Rate”); or (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be maximum rate allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)law.

Remedies on Default. Whenever any Event of Default exists with respect to a Property Scheduleexists, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) Without terminating the Property Schedule, and by By written notice to Lessee▇▇▇▇▇▇, Lessor may declare all Lease Rental Payments payable by ▇▇▇▇▇▇ and other amounts payable by Lessee thereunder hereunder to the end of the then-then current budget year of Lessee Original Term or Renewal Term to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, immediately due and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is lesspayable; (b) With or without terminating the Lease Term, but subject to the Light Pole License Agreement, Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule Equipment is located and retake possession of the Property, such Equipment or require Lessee, Lessee at Lessee's expense, ’s expense to promptly return any or all of the Property such Equipment to the possession of Lessor at such place within the United States State of California as Lessor shall specify, and Lessor may thereafter dispose sell or lease such Equipment or, for the account of Lessee, sublease such Equipment, continuing to hold Lessee liable, but solely from legally available funds, for the difference between (i) the Rental Payments payable by ▇▇▇▇▇▇ and other amounts hereunder that are payable by Lessee to the end of the Property then current Original Term or Renewal Term, as the case may be, and (ii) the net proceeds of any such sale, leasing or subleasing (after deducting all expenses of Lessor in accordance with Article 9 exercising its remedies hereunder, including without limitation all expenses of the Uniform Commercial Code in effect in the State; providedtaking possession, storing, reconditioning and selling or leasing such Equipment, any costs related to removal of equipment owned by Southern California Edison or other equipment, and all brokerage, auctioneer’s and attorney’s fees), subject, however, to the provisions of Section 3.03 and provided, that any to the extent that such net proceeds from (after payment of costs) exceed the disposition sum of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay remaining Rental Payments and any other amounts then due under to Lessor hereunder, Lessor shall promptly pay the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition amount of the Property (including attorneys’ fees), such excess to Lessee. The exercise of any such remedies respecting any such Event of Default shall be paid to not relieve Lessee of any other liabilities hereunder or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the PropertyEquipment; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent terminate the Escrow Agreement and apply any proceeds in the Escrow Account to release all such proceeds and any earnings thereon to Lessor, such sums the Rental Payments scheduled to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule;paid hereunder; and/or (d) Lessor may take any action, whatever action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to enforce or to protect any of its rights under this Agreement or the Property Schedule and this Agreement. Notwithstanding Escrow Agreement or as a secured party in any or all of the foregoing, if Equipment or the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)Escrow Account.

Remedies on Default. (A) Whenever any Event of Default exists with respect to a Property Schedule, Lessor hereunder shall have occurred, the right, at its sole option without any further demand or noticeAgency may, to the extent permitted by law, take any one or any combination more of the following remedial steps: (a1) Without terminating the Property Scheduledeclare, and by written notice to Lesseethe Real Estate Owner, Lessor to be immediately due and payable, whereupon the same shall become immediately due and payable, (a) all amounts payable pursuant to Section 5.3 hereof, and (b) all other payments due under this Lease Agreement or any of the other Basic Documents; (2) re-enter and take possession of the Real Estate Owner Project Facility, enforce or terminate this Lease Agreement, sell its interest in the Real Estate Owner Project Facility, subject to Permitted Encumbrances, at public or private sale, as a whole or piecemeal, for such consideration as may declare be deemed appropriate in the circumstances, and hold the Real Estate Owner liable for the amount, if any, by which the aggregate unpaid amounts due hereunder exceed the Net Proceeds received upon such sale, or manage and operate the Real Estate Owner Project Facility, collect all Lease Payments or any rents accruing therefrom, let or relet the Real Estate Owner Project Facility or any part thereof for the Agency’s own account or the account of the Real Estate Owner, holding the Real Estate Owner liable for payments due up to the effective date of such leasing and for the difference in the rent and other amounts paid by the lessee pursuant to such lease and the rental payments and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee to be dueReal Estate Owner hereunder, including without limitation delinquent Lease Payments under the Property Schedule from prior budget yearscancel or modify leases, and such amounts shall thereafter bear interest at the rate of 12% per annum evict tenants, bring or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return defend any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor suits in connection with the disposition possession of the Property;Real Estate Owner Project Facility in its own name or in the Real Estate Owner’s name, make repairs as the Agency deems appropriate, and perform such other acts in connection with the management and operation of the Real Estate Owner Project Facility as the Agency, in its discretion, may deem proper; or (c3) By written notice terminate this Lease Agreement and convey to any escrow agent who is holding proceeds the Real Estate Owner all the Agency’s title and interest in and to the Real Estate Owner Project Facility (The conveyance of the Property Schedule, Lessor may instruct such escrow agent Agency’s title and interest in and to release all such proceeds the Real Estate Owner Project Facility shall be effected by the execution and any earnings thereon delivery by the Agency of the Assignment to Lessor, such sums to be credited to payment of Real Estate Owner and the ▇▇▇▇▇▇'s obligations under the Property Schedule;▇ of Sale to Real Estate Owner. The Real Estate Owner hereby agrees to pay all expenses and taxes, if any, applicable to or arising from any such transfer of title.); or (d4) Lessor may take any action, other action at law or in equity, that is permitted by applicable law and that equity which may appear necessary or desirable to collect any amounts then due or thereafter to become due hereunder and to enforce the obligations, agreements or covenants of the Real Estate Owner under this Lease Agreement. (B) No action taken pursuant to protect any this Section 10.2 (including repossession of its rights under the Property Schedule Real Estate Owner Project Facility) shall relieve the Real Estate Owner from his obligations to make all payments required by this Lease Agreement and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)other Basic Documents.

Remedies on Default. Whenever any Event of Default exists with respect to a Property Scheduleexists, Lessor shall will have the right, at its sole option without any further demand or notice, to take one or any combination more of the following remedial steps: (a) Without terminating After the Property Scheduleexpiration of the applicable cure period, and by written notice to Lessee▇▇▇▇▇▇, Lessor may declare all Lease Rental Payments and other amounts payable by Lessee thereunder hereunder to the end of the then-current budget year of Lessee Original Term or Renewal Term to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, LWK RU ZLWKRXW WHUPLQDWLQJ WKLV $JUHHPH expense to promptly uninstall and return any or all of the Personal Property to the possession of Lessor at such a place within the United States as Lessor shall specifyspecified by Lessor, and Lessor may thereafter dispose sell or lease the Personal Property or, for the account of Lessee, sublease the Personal Property, holding Lessee liable for the difference between (1) the Rental Payments and other amounts payable by Lessee hereunder to the end of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedulethen-current Original Term or Renewal Term, and (iii2) pay Lessor's costs and the net proceeds of any such sale, lease or sublease (after deducting all expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with exercising its remedies under this Agreement, including without limitation, all expenses of taking possession of, storing, reconditioning and selling or leasing the disposition of the Property;Personal Property DQG DOO EURNHUDJH DXFWLRQHHUV¶ DQG DWW (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, whatever other action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to enforce or its rights as the owner of the Personal Property; provided, however, that Lessor hereby waives any right of set-RII DJDLQVW /HVVHH¶V GHSRVLWV DQG the Acquisition Account held pursuant to protect the Account Control Agreement. In addition, ▇▇▇▇▇▇ will remain liable for all covenants and indemnities under this Agreement and for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the enforcement of any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient remedies listed above or any other remedy available to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)Lessor.

Remedies on Default. Whenever any Event of Default exists with respect referred to a Property Schedule, Lessor in Section 14.1 hereof shall have happened and be continuing, the rightTrustee, acting for the Corporation, may or at its sole option the request of the owners of a majority in aggregate principal amount of the Certificates Outstanding and upon indemnification as to costs and expenses as provided in Section 8.1(m) of the Indenture shall, without any further demand or notice, to take one or any combination of the following remedial steps: (a) Without terminating The Trustee may terminate the Property Schedule, Lease Term and by give written notice to Lesseethe District to surrender the 2025 Leased Property, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to in the end manner provided in Section 4.2 hereof, within 30 days from the date of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less;notice. (b) Lessor The Trustee may terminate proceed to foreclose through the Property Schedulecourts on or otherwise sell, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Propertyliquidate, repossess or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter otherwise dispose of the Property in accordance with Article 9 2025 Leased Property, including sale of the 2025 Leased Property or any portion thereof, or the lease or sublease of the 2025 Leased Property or any portion thereof, and the Trustee may exercise all the rights and remedies of a secured party under the Colorado Uniform Commercial Code in effect in the StateCode; provided, however, that any proceeds the Trustee may not recover from the District any deficiency which may exist following the sale, liquidation or other disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the 2025 Leased Property;. (c) By written notice The Trustee, acting for the Corporation, may recover from the District: (i) the portion of Base Rentals and Additional Rentals, to the extent amounts for such Additional Rentals have been specifically appropriated in accordance with the provisions of Section 6.2 hereof, which would otherwise have been payable hereunder, during any escrow agent who is holding proceeds period in which the District continues to retain possession of the Property Schedule2025 Leased Property; and (ii) Base Rentals and Additional Rentals, Lessor may instruct to the extent amounts for such escrow agent to release all Additional Rentals have been specifically appropriated in accordance with the provisions of Section 6.2 hereof, which would otherwise have been payable by the District hereunder during the remainder of the Fiscal Year in which such proceeds and any earnings thereon to Lessor, such sums to be credited to payment Event of ▇▇▇▇▇▇'s obligations under the Property Schedule;Default occurs. (d) Lessor The Trustee, acting for the Corporation, may take any action, whatever action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to enforce or to protect any of its rights in and to the 2025 Leased Property under this Lease and the Indenture, subject, however, to the limitations contained in this Lease with respect to the District's obligations upon the occurrence of an Event of Nonappropriation. The Trustee shall also be entitled, upon any Event of Default, to any moneys in any funds or accounts created under the Property Schedule and this Agreement. Notwithstanding Indenture (except the foregoing, if the proceeds are insufficient Rebate Fund or any defeasance escrow accounts created to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iiidefease outstanding Certificates).

Remedies on Default. Whenever If any Event of the Events of Default exists with respect to a Property Schedulehereinabove specified shall occur Landlord, Lessor at any time thereafter, shall have the right, at its sole option without and may exercise any further demand or notice, to take one or any combination of the following remedial stepsrights and remedies: (a) Without terminating If a Material Event of Default occurs, Landlord, at any time thereafter, in addition to and not in limitation to the Property Schedulerights and remedies set forth in Section 18.1(a) above, shall have and by may exercise any of the following additional rights and remedies: (i) Landlord may, pursuant to written notice thereof to LesseeTenant, Lessor may declare terminate this Lease as to all Lease Payments and other amounts payable by Lessee thereunder to the end or some of the thenDemised Properties and, peaceably or pursuant to appropriate legal proceedings, re-current budget year of Lessee to be dueenter, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, retake and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake resume possession of some of the Property, or require Lessee, at Lessee's expense, to promptly return any Demised Properties or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specifyDemised Premises for Landlord’s own account and, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of for ▇▇▇▇▇▇'s obligations ’s breach of and default under the Property Schedule; (d) Lessor may take this Lease, recover immediately from Tenant any action, at law and all rents and other sums and damages due or in equityexistence at the time of such termination, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoingincluding, if the proceeds are insufficient to pay items without limitation, (i) all Rent and other sums, charges, payments, costs and expenses agreed and/or required to be paid by Tenant to Landlord hereunder with respect to such terminated Demised Properties, (ii) all costs and expenses of Landlord in connection with the recovery of possession of the Demised Premises, including reasonable attorneys’ fees and court costs, (iii) all costs and expenses of Landlord in Section 13.02(b) in wholeconnection with any reletting or attempted reletting of the Demised Premises or any Demised Property, Lessee shall remain obligated after application including, without limitation, brokerage fees, attorneys’ fees and the cost of proceeds any alterations or repairs which may be reasonably required to items (i) so relet the Demised Premises, or any part or parts thereof, and (iiiv) at Landlord’s option, accelerate the maturity and due date of the whole or any part of the Rent for the entire then-remaining unexpired balance of the Term of this Lease, and collect from Tenant (aa) all Rent, sums, charges, payments, costs and expenses owing through the date of acceleration, plus (bb) all accelerated Rent now due and owing which accelerated Rent shall be discounted to present value using a discount rate of five percent (5%), provided, however the accelerated Rent amount shall not exceed two (2) years of the then-existing annual Base Rent. (ii) Landlord may, pursuant to pay any prior notice required by law, and without terminating this Lease, peaceably or pursuant to appropriate legal proceedings, re-enter, retake and resume possession of some but less than all of the Demised Properties or of the entire Demised Premises for the account of Tenant, make such alterations of and repairs to the Demised Premises as may be reasonably necessary in whole order to relet the amounts same or any part or parts thereof and relet or attempt to relet the Demised Premises or any part or parts thereof for item such term or terms (iiiwhich may be for a term or terms extending beyond the Term of this Lease)., at such rents and upon such other terms and provisions as Landlord, in its sole, but reasonable, discretion, may deem advisable. If Landlord relets or attempts to relet the Demised Premises or any Demised Property, Landlord shall at its sole discretion determine the terms and provisions of any new lease or sublease and whether or not a particular proposed new tenant or sublessee is acceptable to Landlord. Upon any such reletting, all rents received by Landlord from such reletting shall be applied, (a) first, to the payment of all costs and expenses of recovering possession of the Demised Premises, (b) second, to the payment of any costs and expenses of such reletting, including brokerage fees, attorneys’ fees and the cost of any alterations and repairs reasonably required for such reletting;

Remedies on Default. Whenever any an Event of Default exists with respect to a Property Schedule, Lessor shall have happened and be subsisting, any one or more of the rightfollowing remedial steps may be taken: (a) If acceleration of the principal amount of the Bonds has been declared pursuant to Section 10.02 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; (b) Subject to any right of the Credit Facility Issuer to direct remedial proceedings provided by the Indenture, the Trustee may take any action at its sole option without law or in equity to: (i) collect all amounts then due and thereafter to become due under the Financing Documents; or (ii) enforce the performance or observance of any further demand other obligation, agreement, or notice, to take one covenant of the Company or any other obligor under the Financing Documents; or (c) The Trustee may exercise any or all or any combination of the following remedial steps: (a) Without terminating the Property Schedule, and by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect remedies specified in the StateMortgage; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule;or (d) Lessor The Issuer or the Trustee may take any action, pursue all remedies now or thereafter existing at law or in equity, that is permitted by applicable law equity to collect all amounts then due and that may appear necessary thereafter to become due under this Agreement or desirable the Mortgage or to enforce the performance and observance of any other obligation or to protect any agreement of its rights the Company under the Property Schedule and this Agreementthose instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will be or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the proceeds Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid for transfers of remaining amounts in the Bond Fund. The provisions of this Section are insufficient subject to pay items the further limitation that the rescission by the Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph (ia) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to (iii) in Section 13.02(b) in wholewhich that declaration has been made, Lessee provided that no such waiver or rescission shall remain obligated after application of proceeds extend to items (i) and (ii), to pay in whole the amounts for item (iii)or affect any subsequent or other default or impair any right consequent thereon.

Remedies on Default. Whenever Upon the happening of any Event of Default exists with respect to a Property ScheduleDefault, Lessor Lender shall have the right, at its sole option without in addition to any further demand other rights or noticeremedies available to Lender under the Mortgage or any of the other Loan Documents or under applicable Law, to take exercise any one or any combination more of the following remedial stepsrights and remedies: (a) Without terminating the Property Schedule, and by written notice to Lessee, Lessor Lender may declare accelerate all Lease Payments and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments Borrower’s Obligations under the Property Schedule from prior budget yearsLoan Documents whereupon such Obligations shall become immediately due and payable, and such amounts shall thereafter bear interest at the rate without notice of 12% per annum default, acceleration or the maximum rate permitted intention to accelerate, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind or character (all of which are hereby waived by applicable law, whichever is less;Borrower). (b) Lessor Lender may terminate apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property. (c) Lender may set off the amounts due Lender under the Loan Documents, whether or not matured and regardless of the adequacy of any other collateral securing the Loan, against any and all accounts, credits, money, securities or other property of Borrower now or hereafter on deposit with, held by or in the possession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower. This provision shall exclude and not apply to accounts of any Approved Manager (other than Borrower) and Guarantor. (d) Lender may enter into possession of the Property Scheduleand perform any and all work and labor necessary to complete any construction at the Property, may enter the premises where including any construction of tenant improvements, and to employ watchmen to protect the Property subject and the Improvements. All sums expended by Lender for such purposes shall be deemed to have been advanced to Borrower under the Property Schedule Note and shall be secured by the Mortgage. For this purpose, Borrower hereby constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution, which power is located coupled with an interest, to complete the work in the name of Borrower, and retake possession hereby empowers said attorney or attorneys, in the name of Borrower or Lender: (i) To use any funds of Borrower including any balance which may be held by Lender and any funds (if any) which may remain unadvanced hereunder for the purpose of completing any construction, including any construction of tenant improvements, whether or not in the manner called for in the applicable plans and specifications; this provision shall exclude and not apply to accounts of any Approved Manager (other than Borrower) and Guarantor; (ii) To make such additions and changes and corrections to any plans and specifications as shall be necessary or desirable in the judgment of Lender to complete any construction, including any construction of tenant improvements; (iii) To employ such contractors, subcontractors, agents, architects and inspectors as shall be necessary or desirable for said purpose; (iv) To pay, settle or compromise all existing bills and claims which are or may be liens against the Property, or require Lessee, at Lessee's expense, to promptly return any may be necessary or all desirable for the completion of the Property work or the clearance of title to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (cv) By written notice to any escrow agent who is holding proceeds To execute all applications and certificates which may be required in the name of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property ScheduleBorrower; (dvi) Lessor To enter into, enforce, modify or cancel Leases and to fix or modify Rents on such terms as Lender may take any actionconsider proper; (vii) To file for record, at law Borrower’s cost and expense and in Borrower’s name, any notices of completion, notices of cessation of labor, or any other notices that Lender in equity, that is permitted by applicable law its sole and that absolute discretion may appear consider necessary or desirable to enforce protect its security; and (viii) To do any and every act with respect to any such construction which Borrower may do in its own behalf. NPCHLT1:500113.7-TBF-(KMROCHEK) 900000-02386 It is understood and agreed that this power of attorney shall be deemed to be a power coupled with an interest which cannot be revoked. Said attorney-in-fact shall also have the power to prosecute and defend all actions or proceedings in connection with any construction at the Property, including any construction of tenant improvements, and to protect any of its rights under the Property Schedule take such actions and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)require such performance as Lender may deem necessary.

Remedies on Default. Whenever Upon occurrence of any Event event of Default exists with respect default, Landlord may, at Landlord’s option, in addition to any other remedy or right given hereunder or by law: (a) give written notice to Tenant that this Lease shall terminate upon the date specified in the notice, which date shall not be earlier than five days from the date of giving of such notice; (b) following the termination of the Lease under Section 16.2(a) above, peaceably re-enter the Demised Premises, or an part thereof, upon voluntary surrender by Tenant or expel or remove Tenant therefrom and any other persons occupying them using such legal proceedings as are then available; (c) should Landlord terminate this Lease and reenter, as provided above, or should it take possession pursuant to legal proceedings or pursuant to any notice provided for by law, and whether or not it terminates this Lease, it may relet the Premises or any part thereof for such term or terms (which may be for a Property Scheduleterm extending beyond the term of this Lease) and at such rent or rents and upon such other terms and conditions as Landlord in its sole discretion may deem advisable. Upon each such reletting all rents received by the Landlord from such reletting shall be applied, Lessor first, to the payment of any indebtedness other than rent due hereunder from Tenant to Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees and attorneys’ fees and costs of any alterations and repairs; third, to the payment of rent due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future rent as the same may become due and payable hereunder. To the extent any new rents are to be paid hereunder are less than that which would be due under this lease, Tenant shall pay such deficiency to Landlord. If such rents received from such reletting be less than that to be paid during such month by Tenant hereunder, Tenant shall pay any such deficiency to Landlord. No such reentry and reletting of the Premises by Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such intention be given to Tenant pursuant to Subsection (a) above, or unless the termination thereof be decreed by a court of competent jurisdiction. (d) collect by suit or otherwise each installment of rent or other sum as it becomes due hereunder, or enforce, by suit or otherwise, any other term or provision hereof on the part of Tenant required to be kept or performed. (e) Landlord may, at its option, permit all of Tenant’s fixtures, equipment, improvements, additions, alterations and other personal property to remain on the Premises in which event and continuing during the continuance of such default, Landlord shall have the right to take the exclusive possession of same rent and charge free, until all defaults are cured or, at Landlord’s option, at any time during the term of the Lease, to require Tenant to forthwith remove same. In the event of any entry or taking of possession of the Premises, Landlord shall have the right, but not the obligation to remove therefrom, all or any part of the personal property located therein and may place the same in storage at its sole option a public warehouse at the expense and risk of the owners thereof. In addition, upon the occurrence of an event of default under, or, in the case of (h) below, upon termination of this Lease, Tenant shall pay to Landlord, without any further demand or notice, to take one or any combination the sum of the following remedial stepsfollowing, which shall be immediately due and payable: (af) Without terminating the Property Scheduleall minimum rent, and by written notice to Lessee, Lessor may declare all Lease Payments additional rent and other amounts payable by Lessee thereunder payments accrued to the end date of such termination and a proportionate part of such rent or other sums otherwise payable for the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and month in which such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is lesstermination occurs; (bg) Lessor may terminate the Property Schedulecost of making all repairs, may enter the premises where the Property subject alterations and improvements required to be made by Tenant hereunder, and of performing all covenants of Tenant relating to the Property Schedule is located and retake possession condition of the PropertyPremises during the term and upon expiration or sooner termination of this Lease, such cost to be deemed prima facie to be the cost estimated by a reputable architect or require Lessee, at Lessee's expense, to promptly return any contractor selected by Landlord or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may amounts actually expended or incurred thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the Stateby Landlord; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property;and (ch) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)Intentionally deleted.

Remedies on Default. Whenever any Event of Default exists with respect to a Property Schedulehas occurred and is continuing, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination more of the following remedial stepssteps may be taken: (a) Without If acceleration of the principal amount of the Bonds has been declared pursuant to Section 8.02 of the Indenture, the Trustee shall declare all Rent payable for the remainder of the Lease Term to be immediately due and payable, whereupon the same shall become immediately due and payable. (b) Subject to the provisions of the Mortgage Loan Documents and the Financing Documents, the Trustee may re-enter and take possession of the Project without terminating the Property Schedulethis Agreement, and by written notice to sublease the Project for the account of the Lessee, Lessor may declare all Lease Payments holding the Lessee liable for the difference in the rent and other amounts payable by any Lessee thereunder to in such subleasing and the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, rents and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under payable by the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property;hereunder. (c) By written notice to any escrow agent who is holding proceeds The Trustee may terminate the Lease Term, exclude the Lessee from possession of the Property ScheduleProject, Lessor may instruct such escrow agent to release all such proceeds which will not relieve the Lessee of its liabilities and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under this Agreement, and the Property Schedule;Lessee shall remain liable for all damages resulting from its default regardless of such termination. (d) Lessor If, during the time that any of the Bonds are outstanding, the Lessee shall default in the payment of Rent, the Trustee may cause the books and records of the Lessee to be examined by an independent certified public accountant retained by the Trustee. For such purpose, the independent certified public accountant shall have access, during normal business hours, to such books and records and may make copies of any thereof. Such independent certified public accountant shall treat as confidential and not disclose to the Trustee any information not relevant to the subject matter of his specific inquiry. (e) The Issuer may take any action, whatever action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to enforce collect the Rent and any other amounts payable by the Lessee hereunder, then due and thereafter to become due, or to protect enforce performance and observance of any obligation, agreement or covenant of its rights the Lessee under the Property Schedule and this Agreement. Notwithstanding Provided, notwithstanding any provision in this Agreement to the foregoingcontrary, (i) Issuer shall have no right, other than as set forth in Article IX, to terminate or cancel this Agreement or Lessee’s leasehold estate, or to otherwise interfere or interrupt the right of Lessee’s to exclusively use and occupy the Project, and (ii) except with respect to the rights and obligations of Lessor and Issuer under sections 6.02, 6.06, 6.10, 7.08, 8.04 and Article IX, the covenants and obligations of the Lessor under this Agreement shall terminate and they shall not be the basis for an Event of Default following repayment in full of the Bonds. The provisions of this paragraph are not intended to affect the rights and obligations of the Lessee and Issuer under the Trust Indenture and Regulatory Agreement, both of which shall remain in full force an effect in accordance with their terms. Any amounts collected pursuant to action taken under this Section shall be applied in accordance with the provisions of the Financing Documents or, if the proceeds are insufficient to pay items Bonds have been fully paid (i) to (iii) or provision for payment thereof has been made in Section 13.02(b) in whole, Lessee shall remain obligated after application accordance with the provisions of proceeds to items (i) and (iithe Indenture), to pay the Issuer unless all Additional Payments shall have been paid, in whole which case such amounts shall be paid to the amounts for item (iii)Lessee.

Remedies on Default. Whenever Upon the occurrence of any Event of Default exists with respect to a Property ScheduleLease, Lessor shall have the right, at its sole option and without any further demand or notice, notice to take one or any combination more or all of the following remedial stepsremedies with respect to the Lease: (a) Without Lessor, with or without terminating the Property ScheduleLease, and by written notice to Lessee, Lessor may declare all Rental Payments payable under the Lease Payments and other amounts payable by Lessee thereunder to the end of the then-current budget fiscal year of Lessee to be dueimmediately due and payable by Lessee, including without limitation delinquent Lease whereupon such Rental Payments under the Property Schedule from prior budget years, shall be immediately due and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less;payable. (b) Lessor may terminate require Lessee to promptly return all Equipment to Lessor in the Property Schedulemanner set forth in Section 11.3 (and Lessee agrees that it shall so return the Equipment), may or Lessor may, at its option, enter upon the premises where the Property subject to the Property Schedule any Equipment is located and retake possession repossess such Equipment without demand, without any court order or other process of the Property, or require Lessee, at Lessee's expense, to promptly return law and without liability for any or all of the Property to the possession of Lessor at damage occasioned by such place within the United States as Lessor shall specify, repossession; and Lessor may thereafter dispose of the Property in accordance with Article 9 Equipment. If Lessor terminates the Lease and disposes of any or all of the Uniform Commercial Code in effect Equipment, Lessor shall apply the proceeds of any such disposition to pay the following items in the Statefollowing order: (i) all costs and expenses (including, but not limited to, attorneys’ fees) incurred in securing possession of the Equipment; provided, however, that any proceeds from (ii) all costs and expenses incurred in completing the disposition of the property Equipment; (iii) any sales or transfer taxes incurred in excess the disposition of the sum required Equipment; (iv) any Rental Payments payable under the Lease to the end of the then-current fiscal year of Lessee; (iv) pay off any the outstanding principal component of Lease Payments, Rental Payments under the Lease; and (iivi) pay any other amounts then due under the Property ScheduleLease. Any disposition proceeds remaining after the requirements of clauses (i), (ii), (iii), (iv), (v) and (iiivi) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), have been met shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no Lessee. No deficiency shall be allowed against Lessee Lessee, except with respect to any unpaid Rental Payments to the end of the then-current fiscal year of Lessee and unpaid costs and expenses incurred by Lessor in connection with the repossession and disposition of the Property;Equipment. (c) By written notice to any escrow agent who that is holding proceeds of the Property ScheduleLease under an Escrow Agreement, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s Lessee’s obligations under the Property Schedule;Lease; or (d) Lessor may take exercise any actionother remedy available, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable with respect to enforce or to protect any such Event of its rights under the Property Schedule and this AgreementDefault. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application pay the reasonable attorneys’ fees and expenses incurred by ▇▇▇▇▇▇ in exercising any remedy hereunder. (e) The occurrence of proceeds an Event of Default with respect to items (i) and (ii)any Lease Schedule shall, at the sole discretion of Lessor, constitute an Event of Default with respect to pay in whole the amounts for item (iii)any or all Lease Schedules to which it is then a party.

Remedies on Default. Whenever any Event of Default exists with respect to a Property Schedule, Lessor shall have occurred and be continuing hereunder, the rightTrustee may, at its sole option without with the consent of the Bank, take any further demand or notice, to take one or any combination more of the following remedial steps: (a) Without terminating The Trustee may exercise any right, power or remedy permitted to it by law as a holder of the Property ScheduleNote, and by written notice shall have in particular, without limiting the generality of the foregoing, the right to Lessee, Lessor may declare the entire principal and all Lease Payments and other amounts payable by Lessee thereunder unpaid interest accrued on the Note to the end date of such declaration and any premium the Company shall have become obligated to pay to be immediately due and payable, if concurrently with or prior to such notice the unpaid principal of and all unpaid accrued interest and premium on the Bonds have been declared to be due and payable under the Indenture, and upon such declaration the Note and the unpaid accrued interest thereon and such premium shall thereupon become forthwith due and payable in an amount sufficient to pay the principal of, premium, if any, and interest on the Bonds under Section 9.2 of the then-current budget year Indenture, without presentment, demand or protest, all of Lessee which are hereby expressly waived. The Company shall forthwith pay to be duethe Trustee the entire principal of, including without limitation delinquent Lease Payments under the Property Schedule from prior budget yearspremium, if any, and interest accrued on the Note. The Trustee (or any owner of any Bond) shall waive, rescind and annul such amounts shall thereafter bear interest at declaration and the rate consequences thereof, when any declaration of 12% per annum or acceleration on the maximum rate permitted by applicable lawBonds has been waived, whichever is less;rescinded and annulled pursuant to and in accordance with Section 9.2 of the Indenture. (b) Lessor may terminate The Issuer or the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor Trustee may take any action, whatever action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to enforce collect the payments and other amounts then due and thereafter to become due or to protect enforce the performance and observance of any obligation, agreement or covenant of the Company under this Agreement. In case the Issuer or the Trustee shall have proceeded to enforce its rights under the Property Schedule and this Agreement, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Issuer or the Trustee, as the case may be, then and in every such case the Company, the Issuer and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the Issuer and the Trustee shall continue as though no such proceeding had been taken. Notwithstanding In case there shall be pending proceedings for the foregoingbankruptcy or for the reorganization of the Company under the federal bankruptcy laws or any other applicable law, if or in case a receiver or trustee shall have been appointed for the proceeds are insufficient property of the Company, or in the case of any other similar judicial proceedings relative to the Company, or to the creditors or property of the Company, the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and the Note and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee allowed in such judicial proceedings relative to the Company, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay items (i) to (iii) in Section 13.02(b) in wholethe Trustee any amount due it for compensation and expenses, Lessee shall remain obligated after application including reasonable counsel fees and expenses incurred by it up to the date of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)such distribution.

Remedies on Default. Whenever any Event of Default exists with respect referred to a Property Schedule, Lessor in Section 10.01 hereof shall have happened and continue to exist, then the right, at its sole option without City may take any further demand or notice, to take one or any combination more of the following remedial stepssteps as against the Lessee: (a) Without terminating the Property ScheduleThe City may, and by written notice upon a payment default shall, re-enter and take possession of the Special Facilities and Ground Lease Properties without terminating this Agreement and use its best efforts to (i) complete construction and equipping of the Special Facilities (and apply proceeds of the Bonds for such purpose) and (ii) sublease the Special Facilities and Ground Lease Properties on a net rent lease basis, provided further that the City shall use its best efforts to impose and collect rental rates sufficient to provide for operating and maintenance expenses and Ground Rentals to the same extent as Lessee is obligated to do so and to provide additional amounts equal to the Net Rent set forth in Section 6.01, all for the account of the Lessee, Lessor may declare all Lease Payments holding the Lessee liable for the difference between the rents and other amounts payable by the Lessee thereunder hereunder and the charges received from rents and other amounts received from any sublessee with respect to the end Special Facilities and Ground Lease Properties. All proceeds derived by the City from any rents (net of operating and maintenance expenses and any allocable Ground Rentals payable or remaining unpaid hereunder, and up to the amount of all Net Rent payable hereunder) shall be remitted to the Trustee for deposit in the Interest and Redemption Fund to support repayment of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less;Bonds. (b) Lessor The City may terminate this Agreement, exclude the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake Lessee from possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, Special Facilities and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required Ground Lease Properties and use its best efforts to (i) pay off any outstanding principal component complete construction and equipping of Lease Payments, the Special Facilities (and apply proceeds of the Bonds for such purpose) and (ii) lease the same on a net rent lease basis, provided further that the City shall use its best efforts to impose and collect rental rates sufficient to provide for operating and maintenance expenses and Ground Rentals to the same extent as Lessee is obligated to do so and to pay any the Net Rent set forth in Section 6.01, all for the account of the Lessee, holding the Lessee liable for all rents and other amounts then due under this Agreement and not received by the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except City from rents with respect to the Special Facilities and Ground Lease Properties. All gross proceeds derived by the City from any rents (net of operating and maintenance expenses and any allocable Ground Rentals payable or remaining unpaid costs hereunder, and expenses incurred by Lessor up to the amount of all Net Rent payable hereunder) shall be remitted to the Trustee for deposit in connection with the disposition Interest and Redemption Fund to support repayment of the Property;Bonds. (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor The City may take any action, whatever other action at law or in equity, that is permitted by applicable law and that equity as may appear necessary or desirable to enforce collect the rent then due and thereafter to become due, or to protect enforce performance and observance of any obligation, agreement or covenant of its rights the Lessee under the Property Schedule and this Agreement. The City shall use its best efforts to lease the Special Facilities on a net rent lease basis for the account of Lessee as provided in clauses (a) and (b) above after an Event of Default by Lessee, whether or not City retakes possession of the Special Facilities and Ground Lease Properties or terminates this Agreement. (d) Notwithstanding anything in the foregoingAgreement to the contrary, if the proceeds are insufficient reletting duties of the City herein shall not apply to pay items the Warehouse Facility after the date upon which the term of this Agreement with respect to the Warehouse Facility was scheduled to expire had there been no Event of Default (iafter giving effect to any effective renewal option in respect of which the City has not notified Lessee that the City intends to use the land on which the Facility is located for Airport expansion purposes in accordance with Section 3.02). (e) to (iii) in Section 13.02(b) in wholeIn connection with any reletting by the City during the original term of this Agreement, Lessee shall remain obligated after application be subrogated to the right of proceeds the Trustee to items (i) and (ii), receive payments hereunder to pay in whole support repayment of the amounts for item (iii)Bonds to the extent that Lessee has made payments on the Bonds under the Guaranty.

Remedies on Default. Whenever any Event of Default exists with respect to a Property Scheduleshall have occurred and be continuing, the Lessor shall have the right, at its sole option without any further demand or notice, to take any one or any combination of the following remedial steps: (a) Without terminating the Property Schedule, and by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located Terminate this Agreement and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specifyEquipment wherever situated, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; providedsell or lease, however, that any proceeds from the sublease or make other disposition of the property Equipment for use over a term in excess a commercially reasonable manner, all for the account of Lessor; provided that Lessee shall remain directly liable for the amount actually appropriated for the purchase or rental of the sum required Equipment and unpaid by Lessee during the current fiscal year. Lessor shall apply the sale proceeds in the following manner: FIRSTLY, to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, all proper and (iii) pay Lessor's reasonable costs and expenses associated with the disposition recovery, repair, storage and sale of the Property Equipment, including reasonable attorneys' fees and expenses; SECONDLY, to pay the Lessor (including attorneys’ feesi) the amount of all unpaid Rental Payments, if any, which are then due and owing, together with interest and late charges thereon, (ii) the then applicable Purchase Price (taking into account the payment of past due Rental Payments as aforesaid), shall be paid plus a pro rata allocation of interest, at the rate utilized to Lessee or such other creditor establish the interest component for the Rental Payment next due, from the next preceding due date of Lessee as may be entitled theretoa Rental Payment until the date of payment by the buyer, and further provided that no deficiency shall be allowed against Lessee except with respect (iii) any other amounts due hereunder; THIRDLY, to unpaid costs and expenses incurred by Lessor in connection with pay the disposition remainder of the Property;sale proceeds, purchase moneys or other amounts paid by a buyer of the Equipment, to the Lessee. (b) proceed by appropriate court action to enforce performance by the Lessee of the applicable covenants of this Agreement or to recover for the breach thereof; or (c) By written notice to any escrow agent who is holding proceeds Use or retake such portion of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Equipment as the Lessor, in its sole discretion, may decide. All of the Lessee's right, title and interest in any Equipment the possession of which is retaken by the Lessor upon the occurrence of an Event of Default or Event of Nonappropriation shall terminate immediately upon such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)repossession.

Remedies on Default. Whenever any Event of Default exists with respect to a Property Schedule, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) Without terminating If a default by Tenant occurs, Landlord may (1) Immediately re-enter and remove all persons and personal property from the Property Scheduleproperty leased, storing the removed property in a public warehouse or elsewhere at Tenant's expense without liability, or (2) Relet the property, or any part of it, for the account of Tenant for the remainder of the term to any tenant at the rent and on the conditions that Landlord deems advisable. Landlord shall credit the rent received on the balance due from Tenant first, to any expenses incurred because of the repossession, next, to interest and the balance to principal. Landlord may repair or restore the premises if required for reletting. Repossession shall not terminate this lease unless Landlord gives notice of termination to Tenant, or (3) Collect each installment of rent or other sum due under this lease as it becomes due or otherwise enforce any of its provisions that are not being complied with by written notice to LesseeTenant, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to or (4) Await the end of the then-current budget year term of Lessee this lease and then collect all rent or other sums due under it, or (5) Terminate this lease by notice to be Tenant in which event Tenant shall immediately surrender possession of the property and pay Landlord all loss or damages incurred because of Tenant's default including all rent due or to become due, including all of which shall become due forthwith. (b) Notice or demand is not a prerequisite to any remedy unless another part of this lease provides for notice or demand in which event that provision shall prevail. (c) In addition to any other loss or damages that Landlord sustains because of Tenant's default, Tenant shall pay all expenses of repairs or renovation to the property required as a result of his tenancy, transfer and storage charges for Tenants' personal property removed from the property leased, brokers commissions, costs, expenses and attorney's fees for enforcing or construing this lease, whether for trial, appeal or otherwise. (d) Tenant grants Landlord a lien on Tenant's personal property located on the property leased to secure all sums due or to become due under this lease in addition to any statutory lien or right to distrain. Tenant shall not remove Tenant's personal property from the property leased until all money due Landlord is paid. If Tenant's personal property is removed, the lien continues for a period of six months during which Landlord may seize Tenant's personal property wherever found and sell it or so much of it as will satisfy all money due Landlord without limitation delinquent Lease Payments process. This lien may be enforced by distress regardless of the nature of the money due. (e) Any payment required under the Property Schedule from prior budget years, and such amounts shall thereafter bear this lease that either party does not make bears interest at the rate greater of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property 1% in excess of the sum required to prime rate of interest reported by Citibank in the Wall Street Journal (ior comparable publication selected by Landlord) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition computed monthly in arrears as of the Property (including attorneys’ fees)first business day of each month. If Citibank ceases to publish a prime rate of interest, the prime rate of another recognized institutional lender selected by Landlord shall be utilized. Notwithstanding any provisions of this Lease to the contrary, no interest, charges, or other payments in excess of those permitted by law shall accrue or become payable hereunder and any excessive payments which may be made shall be applied to future rental payments or, at the option of Landlord, shall be paid refunded to Lessee Tenant. (f) All remedies of Landlord are cumulative to each other and to any other remedies given by law. All rights of Landlord on Tenant's default apply to an extension of this lease. By making a payment for Tenant or such other creditor of Lessee as may be entitled theretofrom any security deposit, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition Landlord does not waive Tenant's default or any right Landlord has because of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)default.

Remedies on Default. Whenever In the event of a default, Seller may take any Event of Default exists with respect to a Property Schedule, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination more of the following remedial stepscourses of action: (1) Seller may declare the entire balance of the purchase price and interest immediately due and payable. (2) Seller may foreclose this Contract by suit in equity. (3) Seller may specifically enforce the terms of this Contract by suit in equity. (4) With respect to any part of the Property that constitutes personal property in which Seller has a security interest, Seller may exercise the rights and remedies of a secured party as provided by the Uniform Commercial Code. (5) If Buyer fails to make any payment within five (5) days after it is due, Seller may elect to impose a late charge not to exceed Fifty Dollars ($50), in addition to and not in lieu of any and all other rights and remedies available to Seller. Seller’s demand or acceptance of such a late charge will not cure or waive Buyer’s default. (6) After complying with the notice requirements and affording Buyer the right to cure the default contained in ORS 93.905 to 93.945, as the same may be amended or superseded from time to time, as long as the same is applicable, Seller may declare this Contract forfeited and retain the amount of the payments previously made under this Contract. On recordation of the affidavit required by Oregon law, this Contract will be extinguished and canceled, and Buyer will have no further right, title, or interest in and to the Property or to any return or compensation for payments previously made under this Contract, as though this Contract and such payments had never been made. In that event, Buyer agrees to surrender the Property to Seller. If Buyer fails to do so, Seller may elect to treat Buyer as a tenant holding over unlawfully after the expiration of a lease, and Buyer may be ousted and removed as such, without affecting Seller’s right to pursue other rights and remedies contained in this Contract or permitted by law. (7) Seller will be entitled to the appointment of a receiver as a matter of right whether or not the apparent value of the Property exceeds the amount of the balance due under this Contract, and any receiver appointed may serve without bond. Employment by Seller will not disqualify a person from serving as a receiver. On taking possession of all or any part of the Property, the receiver may: (a) Without terminating Use, operate, manage, control, and conduct business on the Property Schedule, and by written notice to Lessee, Lessor may declare make expenditures for all Lease Payments maintenance and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is lessimprovements; (b) Lessor may terminate Collect all rents, revenues, income, issues, and profits (the “Income”) from the Property Schedule, may enter the premises where the Property subject and apply those sums to the Property Schedule is located and retake possession expenses of the Propertyuse, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specifyoperation, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Propertymanagement; (c) By written notice to At Seller’s option, complete any escrow agent who is holding proceeds of construction in progress on the Property Scheduleand, Lessor may instruct such escrow agent to release in that connection, pay all such proceeds bills, borrow funds, employ contractors, and make any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under changes in plans and specifications as Seller deems appropriate. If the revenues produced by the Property Schedule; (d) Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items expenses, the receiver may borrow, from Seller or otherwise, such sums as the receiver deems necessary for the purposes stated in this paragraph, and repayment of those sums will be secured by this Contract. Amounts borrowed from or advanced by Seller will bear interest at the same rate as the balance of the Purchase Price under this Contract from the date of expenditure until repaid and must be paid by Buyer on demand. (i8) Buyer hereby assigns to Seller all the Income from the Property, whether now or hereafter due. Before default, Buyer may operate and manage the Property and collect the Income from the Property. In the event of default and at any time thereafter, Seller may revoke Buyer’s right to collect the Income from the Property and may, either itself or through a receiver, collect the same. To facilitate collection, Seller may notify any tenant or other user to make payments of rents or use fees directly to Seller. If the Income is collected by Seller, then Buyer irrevocably designates Seller as Buyer’s attorney-in-fact with full power of substitution and coupled with an interest to endorse instruments received in payment thereof in the name of Buyer and to negotiate the same and collect the proceeds. Payments by tenants or other users to Seller in response to Seller’s demand will satisfy the obligation for which the payments are made, whether or not any proper grounds for the demand existed. Seller will apply the Income first to the Seller’s expenses of renting or collection and the balance (if any) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application the payment of proceeds sums due from Buyer to items (i) and (ii), to pay in whole the amounts for item (iii)Seller under this Contract.

Remedies on Default. (a) Whenever any Event of Default exists with respect to a Property Schedule, Lessor ------------------- shall have the rightoccurred and be continuing, at its sole option without Landlord may take any further demand or notice, to take one or any combination more of the following remedial steps: (a1) Without terminating the Property ScheduleDeclare, and by written notice to LesseeTenant, Lessor may declare to be immediately due and payable, whereupon the same shall become immediately due and payable to the extent permitted by law all unpaid installments of Fixed Rent or Equipment Rent. (2) Re-enter and take possession of the Facility (without terminating this Lease Payments Agreement and without being liable for any prosecution or damages therefor) and sublease the Facility for the account of Tenant, holding Tenant liable for the amount, if any, by which the aggregate of the Fixed Rent payable by Tenant hereunder exceeds the aggregate of the rents and other amounts received from the sublessee under such sublease. (3) Terminate the Lease Term and this Lease Agreement and, without being liable for any prosecution or damages therefor, exclude Tenant from possession of the Facility and use its best efforts to lease the Facility to another Person for the account of Tenant, holding Tenant liable for the amount, if any, by which the aggregate of the Fixed Rent payable by Lessee thereunder to Tenant hereunder exceeds the end aggregate of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments rents and other amounts received from such other Person under the Property Schedule from prior budget yearsnew lease. (4) Take any other action at law or in equity which may appear to Landlord necessary or desirable to collect the payments then due or thereafter to become due hereunder, to secure possession of the Facility, and such amounts shall thereafter bear interest at to enforce the rate obligations, agreements or covenants of 12% per annum or the maximum rate permitted by applicable law, whichever is less;Tenant under this Lease Agreement. (b) Lessor In the event the Facility is subleased or leased to another Person pursuant to Section 7.2 (a) (2) or (3) hereof, Landlord may terminate the Property Schedule, may enter the premises where the Property subject (but shall be under no obligation to) make such repairs or alterations in or to the Property Schedule is located Facility and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States Equipment as Lessor shall specify, and Lessor it may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear deem necessary or desirable to enforce for the implementation of such sublease or to protect any of its rights under the Property Schedule lease and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient Tenant shall be liable and agrees to pay items (ithe costs of such repairs or alterations and the expenses incidental to the effecting of such sublease or lease, together with interest thereon at the rate herein provided, notwithstanding that this Lease Agreement may have been terminated pursuant to Section 7.2(a)(3) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)hereof.

Remedies on Default. Whenever any Event of Default exists with respect to a Property Scheduleexists, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) Without terminating the Property Schedule, and by By written notice to Lessee, Lessor may declare all Lease Payments without terminating this Agreement, take whatever action at law or in equity may appear necessary or desirable to collect each Rental Payment payable by ▇▇▇▇▇▇ and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, hereunder as they become due and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is lesspayable; (b) With or without terminating the Lease Term, Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule Equipment is located and retake possession of the Property, such Equipment or require Lessee, Lessee at Lessee's expense, ’s expense to promptly return any or all of the Property such Equipment to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose sell or lease such Equipment or, for the account of Lessee, sublease such Equipment, continuing to hold Lessee liable, but solely from legally available funds, for the difference between (i) the Rental Payments payable by ▇▇▇▇▇▇ and other amounts hereunder or the Equipment that are payable by Lessee to the end of the Property Lease Term, and (ii) the net proceeds of any such sale, leasing or subleasing (after deducting all expenses of Lessor in accordance with Article 9 exercising its remedies hereunder , including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing such Equipment and all brokerage, auctioneer’s and attorney’s fees), subject, however, to the Uniform Commercial Code in effect in the Stateprovisions of Section 3.03; provided, however, that in no event shall Lessee be liable in any proceeds from the disposition of the property fiscal year for any amount in excess of the sum required to (i) pay off Rental Payments shown for such year in the Payment Schedule. The exercise of any outstanding principal component such remedies respecting any such Event of Lease Payments, (ii) pay Default shall not relieve Lessee of any other amounts then due under liabilities hereunder or the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the PropertyEquipment; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent terminate the Escrow Agreement and apply any proceeds in the Escrow Account to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property ScheduleRental Payments due hereunder; (d) Lessor may take any action, whatever action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to enforce or to protect any of its rights under this Agreement or the Property Schedule Escrow Agreement or as a secured party in any or all of the Equipment or the Escrow Account; and (e) By action pursuant to the California Code of Civil Procedure, or as otherwise provided by law, obtain the issuance of a writ of mandamus enforcing, for each fiscal year seriatim during the entire balance of the remaining Lease Term, subject to Section 3.03, the duty of Lessee to appropriate and this Agreement. Notwithstanding take all other administrative steps necessary for the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application payment of proceeds to items (i) Rental Payments and (ii), to pay in whole the other amounts for item (iii)due hereunder.

Remedies on Default. Whenever If any Event of the Events of Default exists with respect to a Property Schedulehereinabove specified shall occur, Lessor Landlord, at any time thereafter, shall have the right, at its sole option without and may exercise any further demand or notice, to take one or any combination of the following remedial stepsrights and remedies: (a) Without terminating the Property ScheduleLandlord may, and by pursuant to written notice thereof to LesseeTenant, Lessor may declare all Lease Payments immediately terminate this Agreement and, peaceably or pursuant to appropriate legal proceedings, re-enter, retake and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake resume possession of the PropertyLeased Property for Landlord's own account without liability for trespass (Tenant hereby waiving any right to notice or hearing prior to such taking of possession by Landlord) and, for Tenant's breach of and default under this Agreement, recover immediately from Tenant any and all sums and damages due or require Lesseein existence at the time of such termination, at Lessee's expenseincluding, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specifywithout limitation, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Paymentsall Rent and other sums, charges, payments, costs and expenses agreed and/or required to be paid by Tenant to Landlord hereunder prior to such termination, (ii) pay any other amounts then due under all costs and expenses of Landlord in connection with the Property Schedulerecovery of possession of the Leased Property, including reasonable attorney's fees based upon services rendered at hourly rates and court costs, and (iii) pay Lessor's all costs and expenses associated of Landlord in connection with the disposition any reletting or attempted reletting of the Leased Property or any part or parts thereof, including, without limitation, brokerage fees, advertising costs, reasonable attorney's fees based upon services rendered at hourly rates based upon service rendered at hourly rates and the cost of any alterations or repairs or tenant improvements which may be reasonably required to so relet the Leased Property, or any part or parts thereof. (b) Landlord may, pursuant to any prior notice required by law, and without terminating this Agreement, peaceably or pursuant to appropriate legal proceedings, re-enter, retake and resume possession of the Leased Property for the account of Tenant, make such alterations of and repairs and improvements to the Leased Property as may be reasonably necessary in order to relet the same or any part or parts thereof and, directly or through a qualified management or operating company which may include an Affiliated Person of Landlord, operate and manage the Leased Property, and relet or attempt to relet the Leased Property or any part or parts thereof for such term or terms (which may be for a term or terms extending beyond the Term of this Agreement), at such rents and upon such other terms and provisions as Landlord, in its sole discretion, may deem advisable. If Landlord takes possession and control of the Leased Property and operates the same, Tenant shall, for so long as Landlord is actively operating the Leased Property, have no obligation to operate the Leased Property but agrees that Landlord, any contract manager or operator, or any new tenant or sublessee may, to the extent permitted by law, operate the Facility under Tenant's Permits, including attorneys’ its Medicaid and Medicare provider agreements, if any, until same are issued in the name of the Landlord or the new manager/operator or tenant or sublessee, as applicable. If Landlord relets or attempts to relet the Leased Property, or obtains a contract manager or operator for the Leased Property, Landlord shall at its sole discretion determine the terms and provisions of any new lease or sublease, or management or operating agreement, and whether or not a particular proposed manager or operator, or new tenant or sublessee, is acceptable to Landlord. Upon any such reletting, or the operation of the Leased Property by a contract manager or operator, all rents or incomes received by the Landlord from such reletting or otherwise from the operation of the Leased Property shall be applied, (i) first, to the payment of all costs and expenses of recovering possession of the Leased Property, (ii) second, to the payment of any costs and expenses of such reletting and or operation, including brokerage fees), advertising costs, reasonable attorney's fees based upon service rendered at hourly rates, a management fee of between five percent (5%) and ten percent (10%) of the gross revenues generated, and the cost of any alterations and repairs reasonably required for such reletting or operation of the Leased Property; (iii) third, to the payment of any indebtedness, other than Rent, due hereunder from Tenant to the Landlord, (iv) fourth, to the payment of all Rent and other sums due and unpaid hereunder, and (v) fifth, the residue, if any, shall be held by the Landlord and applied in payment of future Rent as the same may become due and payable hereunder. If the rents received from such reletting or net income from the operation of the Leased Property during any period shall be less than the Rents and Additional Charges required to be paid during that period by the Tenant hereunder, Tenant shall promptly pay any such deficiency to Lessee or such other creditor of Lessee as may the Landlord and failing the prompt payment thereof by Tenant to Landlord, Landlord shall immediately be entitled thereto, to institute legal proceedings for the recovery and further provided that no collection of the same. Such deficiency shall be allowed against Lessee except with respect to unpaid costs calculated and expenses incurred by Lessor in connection with paid at the disposition time each payment of Minimum Rent, Percentage Rent or any other sum shall otherwise become due under this Agreement, or, at the option of Landlord, at the end of the Property;Term of this Agreement. Landlord shall, in addition, be immediately entitled to sue for and otherwise re▇▇▇er from Tenant any other damages occasioned by or resulting from any abandonment of the Leased Property or other breach of or default under this Agreement other than a default in the payment of Rent. No such re-entry, retaking or resumption of possession of the Leased Property by the Landlord for the account of Tenant shall be construed as an election on the part of Landlord to terminate this Agreement unless a written notice of such intention shall be given to the Tenant or unless the termination of this Agreement be decreed by a court of competent jurisdiction. Notwithstanding any such re-entry and reletting or attempted reletting of the Leased Property or any part or parts thereof for the account of Tenant without termination, Landlord may at any time thereafter, upon written notice to Tenant, elect to terminate this Agreement or pursue any other remedy available to Landlord for Tenant's previous breach of or default under this Agreement. (c) By written notice to any escrow agent who is holding proceeds Landlord may, without re-entering, retaking or resuming possession of the Property ScheduleLeased Property, Lessor sue for all Rent and all other su▇▇, charges, payments, costs and expenses due from Tenant to Landlord hereunder (discounted to present value) either: (i) as they become due under this Agreement, taking into account that Tenant's right and option to pay the Rent hereunder on a monthly basis in any particular Fiscal Year is conditioned upon the absence of a Default on Tenant's part in the performance of its obligations under this Agreement, or (ii) at Landlord's option, accelerate the maturity and due date of the whole or any part of the Rent for the entire then-remaining unexpired balance of the Term of this Agreement, as well as all other sums, charges, payments, costs and expenses required to be paid by Tenant to Landlord hereunder, including, without limitation, damages for breach or default of Tenant's obligations hereunder in existence at the time of such acceleration, such that all sums due and payable under this Agreement shall, following such acceleration, be treated as being and, in fact, be due and payable in advance as of the date of such acceleration. Landlord may instruct such escrow agent then proceed to release recover and collect all such proceeds unpaid Rent and other sums so sued for from Tenant by distress, levy, execution or otherwise. Regardless of which of the foregoing alternative remedies is chosen by Landlord under this subparagraph (c), Landlord shall not be required to relet the Leased Property nor exercise any earnings thereon other right granted to LessorLandlord pursuant to this Agreement, such sums nor, except as may be required by Applicable Laws, shall Landlord be under any obligation to be credited to payment minimize or mitigate Landlord's damages or Tenant's loss as a result of ▇▇▇▇▇▇Tenant's obligations breach of or default under the Property Schedule; (d) Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if following such time as Landlord may obtain possession of the Leased Property, Landlord or its successor Landlord at the time of any Lease termination, shall continue to make the Leased Property available for lease, on an "as is" basis, and shall turn over the net proceeds are insufficient thereof to pay items Tenant to the extent actually received by Landlord in respect of any time period for which Landlord shall have received the full amount of Rent payable with respect thereto (albeit perhaps on a basis reasonably discounted for the time value of money or present-value basis). (d) Landlord may, in addition to any other remedies provided herein, enter upon the Leased Property or any portion thereof and take possession of (i) any and all of Tenant's Personal Property, if any, (ii) Tenant's books and records necessary to operate the Leased Property, and (iii) in Section 13.02(b) in wholeall the bank accounts concerning, Lessee shall remain obligated after application or established for, the Leased Property, without liability for trespass or conversion (Tenant hereby waiving any right to notice or hearing prior to such taking of proceeds to items (ipossession by Landlord) and sell the same by public or private sale, after giving Tenant reasonable notice of the time and place of any public or private sale, at which sale Landlord or its assigns may purchase all or any portion of Tenant's Personal Property, if any, unless otherwise prevented by law. Unless otherwise provided by law and without intending to exclude any other manner of giving Tenant reasonable notice, the requirement of reasonable notice shall be met if such notice is given at least ten (ii10) days before the date of sale. The proceeds from any such disposition, less all expenses incurred in connection with the taking of possession, holding and selling of such Property (including reasonable attorneys' fees based upon services rendered at hourly rates) shall be credited against Rent which is due hereunder. (e) Tenant acknowledges that one of the rights and remedies available to Landlord under applicable law is to apply to a court of competent jurisdiction for the appointment of a receiver to collect the rents, issues, profits and income of the Leased Property and to manage the operation of the Leased Property. Tenant hereby further acknowledges that the revocation, suspension or material limitation of the certification of the Leased Property for provider status under Medicare or Medicaid (or successor programs) and/or the revocation, suspension or material limitation of the license of the Leased Property as an assisted living and dementia care facility under the laws of the State will materially and irreparably impair the value of Landlord's investment in the Leased Property. Therefore, in any of such events, and in addition to any other right or remedy of Landlord under this Agreement, Landlord may petition any appropriate court for appointment of a receiver to manage the operation of the Leased Property (or any portion thereof as to which Tenant has suffered the revocation, suspension or material limitation of any license), to pay collect and disburse all rents, issues, profits and income generated thereby and to preserve or replace to the extent possible the operating license and provider certification of the Leased Property or to otherwise substitute the licensee or provider thereof. The receiver shall be entitled to a reasonable fee for his services as receiver. All such fees and other expenses of the receivership estate shall be payable as Additional Charges under this Agreement. Tenant hereby irrevocably stipulates to the appointment of a receiver under such circumstances and for such purposes and agrees not to contest such appointment. (f) In addition to the remedies hereinabove specified and enumerated, Landlord shall have and may exercise the right to invoke any other remedies allowed at law or in whole equity as if the amounts remedies of re-entry, unlawful detainer proceedings and other remedies were not herein provided. Accordingly, the mention in this Agreement of any particular remedy shall not preclude Landlord from having or exercising any other remedy at law or in equity. Nothing herein contained shall be construed as precluding the Landlord from having or exercising such lawful remedies as may be and become necessary in order to preserve the Landlord's right or the interest of the Landlord in the Leased Property and in this Agreement, even before the expiration of any notice periods provided for item (iii)in this Agreement, if under the particular circumstances then existing the allowance of such notice periods will prejudice or will endanger the rights and estate of the Landlord in this Agreement and in the Leased Property. In addition, any provision of this Agreement to the contrary notwithstanding, no provision of this Agreement shall delay or otherwise limit Landlord's right to seek injunctive relief or Tenant's obligation to comply with any such injunctive relief.

Remedies on Default. Whenever any Upon the occurrence of an Event of Default exists with respect described in Section 7.1(c) of this Indenture, the Trustee may, or at the request of the owners of a majority in aggregate principal amount of the Certificates then Outstanding and upon indemnification as to a Property Schedulecost and expenses as provided in Section 8.1(m) hereof shall, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) Without terminating The Trustee may terminate the Property ScheduleLease Term, become entitled to possession of the 2025 Leased Property, and by written give notice to Lesseethe District to surrender the 2025 Leased Property as provided in Sections 6.6, Lessor may declare all Lease Payments 10.3(c) and other amounts payable by Lessee thereunder to the end 14.2 of the then-current budget year of Lessee to be dueLease, including without limitation delinquent Lease Payments under as the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less;case may be. (b) Lessor The Trustee may terminate proceed to foreclose through the Property Schedulecourts on or otherwise sell, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Propertyliquidate, repossess or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter otherwise dispose of the Property in accordance with Article 9 2025 Leased Property, including sale of the 2025 Leased Property or any portion thereof, or the lease or sublease of the 2025 Leased Property or any portion thereof, and the Trustee may exercise all the rights and remedies of a secured party under the Colorado Uniform Commercial Code in effect in the StateCode; provided, however, that any proceeds the Trustee may not recover from the District any deficiency which may exist following the sale, liquidation or other disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the 2025 Leased Property;. (c) By written notice to any escrow agent who is holding proceeds The Trustee, on behalf of the Property ScheduleCorporation, Lessor may instruct recover from the District: (1) the portion of Base Rentals and Additional Rentals, to the extent amounts for such escrow agent to release all such proceeds and any earnings thereon to LessorAdditional Rentals have been specifically appropriated in accordance with the provisions of Section 6.2 of the Lease, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations which would otherwise have been payable under the Property Schedule;Lease, during any period in which the District continues to retain possession of the 2025 Leased Property; and (2) Base Rentals and Additional Rentals, to the extent amounts for such Additional Rentals have been specifically appropriated in accordance with the provisions of Section 6.2 of the Lease, which would otherwise have been payable by the District under the Lease during the remainder of the Fiscal Year in which such Event of Default occurs. (d) Lessor The Trustee, acting for the Corporation, may take any action, whatever action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to enforce or to protect any of its rights in and to the 2025 Leased Property under the Property Schedule Lease and this Agreementthe Indenture, subject, however, to the limitations contained in the Lease with respect to the District's obligations upon the occurrence of an Event of Nonappropriation. Notwithstanding the foregoingThe Trustee shall also be entitled, if the proceeds are insufficient to pay items (i) to (iii) upon any Event of Default described in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii)7.1 above, to pay any moneys in whole any funds or accounts created hereunder (except the amounts for item (iiiRebate Fund or any defeasance escrow accounts established pursuant to Article VI hereof).

Remedies on Default. Whenever any Event of Default exists with respect referred to a Property Schedule, Lessor in Section 13.01 of this Financing Lease shall have happened and be continuing, the rightLender shall notify the Escrow Agent, at its sole option if appropriate, and, without any further demand or notice, to take one or any combination of the following remedial steps: (a) Without terminating The Lender may terminate the Property Schedule, Lease Term and by written give notice to Lessee, Lessor may declare all Lease Payments the Town to vacate and other amounts payable by Lessee thereunder to the end surrender possession of the then-current budget year Leased Property within ten Business Days of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less;notice. (b) Lessor The Lender may terminate proceed to foreclose through the Property Schedulecourts on or otherwise sell, may enter trade-in, repossess or liquidate the premises where Town’s interest in the Property subject to the Property Schedule is located and retake possession of the Leased Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property part thereof in accordance with Article 9 of the Uniform Commercial Code in effect in the Stateany lawful manner; provided, however, that any proceeds the Lender may not recover from the disposition Town any deficiency which may exist following the liquidation of the property Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the sum required to then current Fiscal Year and in excess of amounts payable under subparagraph (id) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property;this Section 13.02. (c) By written notice to The Lender may lease or sublease the Leased Property or any escrow agent who is holding proceeds of portion thereof or sell any interest the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under Lender has in the Property Schedule;Leased Property. (d) Lessor The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take any action, whatever action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to enforce or to protect any of its rights in and to the Leased Property under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)Financing Lease.

Remedies on Default. Whenever any Event such event of Default exists with respect to a Property Schedule, Lessor default shall have happened and be continuing, the right, at its sole option without Bondholder may take any further demand or notice, to take one or any combination of the following remedial steps: (a1) Without Declare all installments of Basic Rent payable under this Lease Agreement for the remainder of the Lease Term to be immediately due and payable, whereupon the same shall become immediately due and payable. (2) Reenter the Project Site, without terminating the Property Schedulethis Lease Agreement, and by and, upon ten days' prior written notice to Lesseethe Corporation, Lessor relet the Project or any part thereof for the account of the Corporation, for such term (including a term extending beyond the Lease Term) and at such rentals and upon such other terms and conditions, including the right to make alterations to the Project or any part thereof, as the Bondholder may declare deem advisable, and such reletting of the Project shall not be construed as an election to terminate this Lease Agreement nor relieve the Corporation of its obligations to pay Basic Rent and additional rent or to perform any of its other obligations under this Lease Agreement, all of which shall survive such reentry and reletting, and the Corporation shall continue to pay Basic Rent and all additional rent provided for in this Lease Payments and other amounts payable by Lessee thereunder to Agreement until the end of the then-current budget year Lease Term, less the net proceeds, if any, of Lessee any reletting of the Project after deducting all of the Bondholder's expenses in connection with such reletting, including, without limitation, all repossession costs, brokers' commissions, attorneys' fees, alteration costs and expenses of preparation for reletting. (3) Terminate this Lease Agreement, exclude the Corporation from possession of the Project and, if the Bondholder elects so to be duedo, lease the same for the account of the Issuer, holding the Corporation liable for all rent due up to the date such lease is made for the account of the Issuer. (4) Have and exercise with respect to any or all personal property and fixtures included in the Project, all rights, remedies and powers of a secured party under the Alabama Uniform Commercial Code including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, rights and such amounts shall thereafter bear interest at powers set forth in the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less;Indenture with respect thereto. (b5) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, at law or in equity, that is permitted by applicable law and that Take whatever legal proceedings may appear necessary or desirable to enforce collect the rent then due, whether by declaration or otherwise, or to protect enforce any obligation or covenant or agreement of its the Corporation under this Lease Agreement or by law. To the extent permitted by law, the Corporation expressly waives any notice of sale or disposition of the Project and any rights under or remedies of the Property Schedule Bondholder or Issuer with respect to, and this Agreementthe formalities prescribed by law relative to, the sale or disposition of the Project or to the exercise of any other right or remedy of the Bondholder or Issuer existing after default. Notwithstanding To the foregoingextent that such notice is required and cannot be waived, the Corporation agrees that if such notice is given to the proceeds are insufficient to pay items (i) to (iii) Corporation in Section 13.02(b) in wholeaccordance with the provisions hereof, Lessee at least ten days before the time of the sale or other disposition, such notice shall remain obligated after application of proceeds to items (i) be deemed reasonable and (ii), to pay in whole the amounts shall fully satisfy any requirements for item (iii)giving said notice.

Remedies on Default. Whenever any Event of Default exists with respect to a Property Schedule, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) Without terminating the Property Schedule, and by written notice to Lessee, Lessor may declare all Lease Rental Payments and other amounts payable by Lessee thereunder to the end of the then-current budget fiscal year of Lessee to be due, including without limitation delinquent Lease Rental Payments under the Property Schedule from prior budget fiscal years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable lawlaw (“Default Rate”), whichever is less; (b) Without terminating the Property Schedule, Lessor may annually bring legal proceedings against Lessee for Rental Payments due under the Property Schedule to the end of the then-current fiscal year, together with Lessor’s costs and expenses associated with taking such action, including reasonable attorneys’ fees. (c) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the continental United States as Lessor shall specify, ; and Lessor may thereafter sell, lease or otherwise dispose of the Property in accordance with Article 9 of the Uniform Commercial Code whole or in effect part, in the Stateone or more public or private transactions; provided, however, that any proceeds from the sale, lease or disposition of the property Property in excess of the sum required to (i) pay off any outstanding principal component of Lease Rental Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto; (d) Without terminating the Property Schedule, Lessor may enter the premises where the Property subject to the Property Schedule is located and further provided that no deficiency retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the continental United States as Lessor shall be allowed against specify; and Lessor may sublease the Property for the account of Lessee, continuing to hold Lessee except with respect to unpaid liable for the difference between the Rental Payments due each year and the annual net proceeds of any such sublease (after deducting all costs and expenses incurred by Lessor in connection with the disposition exercise of its remedies, including, without limitation, all costs and expenses of taking possession, removing, storing and reconditioning the Property, and including reasonable attorneys’ fees); (ce) By written notice Lessor may apply monies in any Restricted Account relating to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited Schedule to payment of ▇▇▇▇▇▇Lessee's obligations under the Property Schedule;; and (df) Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii).

Remedies on Default. Whenever any an Event of Default exists with respect to a Property Schedule, Lessor shall have happened and be continuing, the right, at its sole option without any further demand or notice, to take one or any combination Trustee as the assignee of the following remedial steps: (a) Without terminating the Property Schedule, and by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts Authority shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, action at law or in equity, that is permitted equity directed by applicable law the Underwriter (or by the Holders of twenty-five percent (25%) or more in aggregate principal amount of the Bonds outstanding if the Holders have regained the ability to select and that may appear necessary direct remedies upon an Event of Default) to collect the amounts then due and thereafter to become due or desirable to enforce observance or to protect performance of any covenant, condition or agreement of its rights the Corporation under the Property Schedule Note and this Loan Agreement, including declaring the entire unpaid principal of and interest on the Note due and payable. Notwithstanding Upon any such declaration of acceleration, the foregoingCorporation shall immediately pay to the Trustee the entire unpaid principal of and accrued interest on the Note and other moneys due thereunder. Further, the Trustee, as assignee of the Company Notes shall take any action at law or in equity directed by the Underwriter (or by the Holders of twenty-five percent (25%) or more in aggregate principal amount of the Bonds outstanding if the proceeds are insufficient Holders have regained the ability to pay items (iselect and direct remedies upon an Event of Default) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole collect the amounts then due and thereafter to become due thereunder, including declaring the entire unpaid principal of and interest on any one or more Company Notes due and payable. Upon any such declaration of acceleration, the Distribution Company and/or the Pipeline Company shall immediately pay to the Trustee the entire unpaid principal of and accrued interest on its Company Note and other moneys due thereunder. If the Trustee accelerates the payment of the Note, it shall also accelerate the payment of the Company Notes. 2. Except for item any remedy directed by the Holders of the Bonds, prior to exercising any remedies provided hereunder, unless the Senior Bonds and the Senior Subordinated Bonds have been paid or defeased in full, the Trustee shall notify the Senior Underwriter and offer the Senior Underwriter an opportunity (iii)which may be restricted to a short period of time) to suggest appropriate remedies.

Remedies on Default. Whenever Subject to the provisions of Section 9.7 hereof, whenever any Event of Default exists with respect to a Property Schedule, Lessor shall have occurred and be continuing, the rightTrustee, at its sole option without as the assignee of the Board, may take any further demand or notice, to take one or any combination more of the following remedial steps; provided that if the principal of all Bonds then Outstanding and the interest accrued thereon shall have been declared immediately due and payable pursuant to the provisions of Section 702 of the Indenture, all Loan Payments for the remainder of the Loan Term shall become immediately due and payable without any further act or action on the part of the Board or the Trustee and the Trustee may immediately proceed (subject to the provisions of Section 9.7 hereof) to take any one or more of the remedial steps set forth in subparagraph (b) of this Section: (a) Without terminating the Property Schedule, and by By written notice to Lesseethe City declare the outstanding principal of the Loan due in such Fiscal Year to be immediately due and payable, Lessor may declare all Lease Payments together with interest on overdue payments of principal and other amounts payable by Lessee thereunder redemption premium, if any, and, to the end of the then-current budget year of Lessee to be dueextent permitted by law, including without limitation delinquent Lease Payments under the Property Schedule from prior budget yearsinterest, and such amounts shall thereafter bear interest at the rate or rates of 12% per annum interest specified in the respective Bonds or the maximum rate permitted by applicable lawIndenture, whichever is less;without presentment, demand or protest, all of which are expressly waived. (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any Take whatever other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, action at law or in equityequity is necessary and appropriate to exercise or to cause the exercise of the rights and powers set forth herein or in the Indenture, that is permitted by applicable law and that as may appear necessary or desirable to enforce collect the amounts payable pursuant to this Series 2021 Supplemental Financing Agreement then due and thereafter to become due or to protect enforce the performance and observance of any obligation, agreement or covenant of its rights the City under this Series 2021 Supplemental Financing Agreement or the Property Schedule Indenture. In the enforcement of the remedies provided in this Section, the Trustee may treat all fees, costs and expenses of enforcement, including reasonable legal, accounting and advertising fees and expenses, as Additional Payments then due and payable by the City. Any amount collected pursuant to action taken under this AgreementSection shall be paid to the Trustee and applied, first, to the payment of any costs, expenses and fees incurred by the Board or the Trustee as a result of taking such action and, next, any balance shall be used to satisfy any Loan Payments then due by payment into the Debt Service Fund and applied in accordance with the Indenture and, then, to satisfy any other Additional Payments then due or to cure any other Event of Default. Notwithstanding the foregoing, if the proceeds are insufficient Trustee shall not be obligated to pay items (i) take any step that in its opinion will or might cause it to (iii) expend time or money or otherwise incur liability, unless and until indemnity satisfactory to it has been furnished to the Trustee at no cost or expense to the Trustee, as provided in Section 13.02(b) in whole802(e), Lessee shall remain obligated after application of proceeds to items (iSection 802(k) and Section 804 of the Indenture. The provisions of this Section are subject to the limitation that the annulment of a declaration that the Bonds are immediately due and payable shall automatically constitute an annulment of any corresponding declaration made pursuant to subparagraph (ii)a) of this Section and a waiver and rescission of the consequences of such declaration and of the Event of Default with respect to which such declaration has been made, provided that no such waiver or rescission shall extend to pay or affect any other or subsequent Default or impair any right consequent thereon. In the event any covenant, condition or agreement contained in whole this Series 2021 Supplemental Financing Agreement shall be breached or any Event of Default shall have occurred and such breach or Event of Default shall thereafter be waived by the amounts for item (iii)Trustee, such waiver shall be limited to such particular breach or Event of Default.

Remedies on Default. Whenever any Event of Default exists with respect exists, subject to a Property Schedulethe provisions set forth in Section 43, Lessor shall will have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) Without terminating the Property Schedule, and by By written notice to Lessee, Lessor may declare all Lease Rental Payments and other amounts payable by Lessee thereunder hereunder to the end of the then-current budget year of Lessee Lease Term to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) With or without terminating this Agreement, Lessor may terminate the Property Schedule, may enter the premises where the Personal Property subject to the Property Schedule is located and retake possession of the Property, Personal Property or require Lessee, Lessee at Lessee's expense, ’s expense to promptly return any or all of the Personal Property to the possession of Lessor at such a place within the United States as Lessor shall specifyspecified by Lessor, and Lessor may thereafter dispose sell or lease the Personal Property or, for the account of Lessee, sublease the Property in accordance with Article 9 of Personal Property, holding Lessee liable for the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to difference between (i) pay off any outstanding principal component the Rental Payments and other amounts payable by Lessee hereunder to the end of the Lease PaymentsTerm, plus the applicable Purchase Price, and (ii) pay the net proceeds of any other amounts then due such sale, lease or sublease (after deducting all expenses of Lessor in exercising its remedies under this Agreement, including without limitation, all expenses of taking possession, storing, reconditioning and selling or leasing the Personal Property Scheduleand all brokerage, auctioneers’ and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property;; and (c) By Lessor may provide written notice of the occurrence of an Event of Default to any the escrow agent who is holding proceeds under any related escrow agreement, and the escrow agent shall thereupon promptly remit to Lessor the entire balance of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule;acquisition fund established thereunder; and (d) Lessor may take any action, whatever other action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to enforce or its rights as the owner of the Personal Property. In addition, Lessee will remain liable for all covenants and indemnities under this Agreement and for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to protect the enforcement of any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient remedies listed above or any other remedy available to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)Lessor.

Remedies on Default. Whenever any Event of Default exists with respect to a Property Scheduleexists, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: : (a) Without terminating the Property Schedule, and by written notice to Lessee, Lessor may declare all Rental Payments payable by Lessee pursuant to such Lease Payments and other amounts payable by Lessee thereunder under such Lease to the end of the then-then current budget year of Lessee Original Term or Renewal Term to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, immediately due and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; payable; (b) with or without terminating the Lease Term under such Lease, Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule Equipment listed in such Lease is located and retake possession of the Property, such Equipment or require Lessee, Lessee at Lessee's expense, ’s expense to promptly return any or all of the Property such Equipment to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose sell or lease such Equipment or, for the account of Lessee, sublease such Equipment, continuing to hold Lessee liable for the difference between (i) the Rental Payments payable by Lessee pursuant to such Lease and other amounts related to such Lease of the Property in accordance with Article 9 Equipment listed therein that are payable by Lessee to the end of the Uniform Commercial Code then current Original Term or Renewal Term, as the case may be, and (ii) the net proceeds of any such sale, leasing or subleasing (after deducting all expenses of Lessor in effect in the State; providedexercising its remedies under such Lease, including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing such Equipment and all brokerage, auctioneer’s and attorney’s fees), subject, however, that to the provisions of Section 7 hereof. The exercise of any proceeds from the disposition such remedies in respect of the property in excess any such Event of the sum required to (i) pay off any outstanding principal component Default shall not relieve Lessee of Lease Payments, (ii) pay any other amounts then due liabilities under any other Lease or the Property Schedule, Equipment listed therein; and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, whatever action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to enforce or to protect any of its rights under such Lease or as a secured party in any or all of the Property Schedule Equipment. Any net proceeds from the exercise of any remedy under a Lease (after deducting all costs and this Agreement. Notwithstanding expenses referenced in the foregoing, if the proceeds are insufficient to pay items Section) shall be applied as follows: (i) if such remedy is exercised solely with respect to (iii) a single Lease, Equipment listed in Section 13.02(b) in wholesuch Lease or rights thereunder, Lessee shall remain obligated after application of proceeds then to items (i) amounts due pursuant to such Lease and other amounts related to such Lease or such Equipment; or (ii)) if such remedy is exercised with respect to more than one Lease, Equipment listed in more than one Lease or rights under more than one Lease, then to pay in whole the amounts for item (iii)due pursuant to such Leases pro-rata.

Remedies on Default. Whenever an Event of Default described in Section 11.01(f) hereof shall have occurred, the Prepayment Amount automatically shall be due and payable, whereupon the Prepayment Amount automatically shall become and be forthwith due and payable without presentment, notice of dishonor, protest or further notice of any kind, all of which are hereby expressly waived by Lessee. Whenever any Event of Default exists with respect to a Property Scheduleshall have occurred, Lessor Bondholder shall have the right, at its sole option without any further demand or notice, to take any one or any combination of the following remedial stepssteps insofar as the same are available to secured parties under Article 9 of the UCC in effect in the State from time to time and which are otherwise accorded to Bondholder by applicable law: (a) Without terminating the Property Schedule, and by written notice to Issuer and Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee Prepayment Amount to be dueforthwith due and payable, including whereupon the Prepayment Amount shall become and be forthwith due and payable, without limitation delinquent Lease Payments under the Property Schedule from prior budget yearspresentment, and such amounts shall thereafter bear interest at the rate notice of 12% per annum dishonor, protest or the maximum rate permitted further notice of any kind, all of which are hereby expressly waived by applicable law, whichever is lessLessee; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake take possession of the PropertyCollateral wherever situated, without any court order or require Lessee, at Lessee's expense, to promptly return any or all other process of law and without liability for entering the Property to the possession of Lessor at such place within the United States as Lessor shall specifypremises, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; providedlease, however, that any proceeds from the sublease or make other disposition of the property Collateral for use over a term in excess a commercially reasonable manner, all for the account of Bondholder, provided that Lessee shall remain directly liable for the deficiency, if any, between the rent or other amounts paid by a lessee or sublessee of the sum required Collateral pursuant to such lease or sublease during the same period of time, after deducting all costs and expenses, including reasonable attorneys’ fees and expenses, incurred with respect to the recovery, repair and storage of the Collateral during such period of time; (ic) pay off take possession of the Collateral wherever situated, without any outstanding principal component court order or other process of Lease Payments, (ii) pay any other amounts then due under law and without liability for entering the Property Schedulepremises, and (iii) sell the Collateral in a commercially reasonable manner. All proceeds from such sale shall be applied in the following manner: FIRST, to pay Lessor's all proper and reasonable costs and expenses associated with the disposition recovery, repair, storage and sale of the Property (Collateral, including reasonable attorneys’ feesfees and expenses; SECOND, to pay (i) Bondholder the amount of all unpaid Lease Payments or other obligations (whether direct or indirect owed by Lessee to Bondholder), shall be paid if any, which are then due and owing, together with interest and late charges thereon, (ii) Bondholder the then applicable Prepayment Amount (taking into account the payment of past-due Lease Payments as aforesaid), plus a pro rata allocation of interest, at the rate utilized to Lessee or such other creditor calculate the Lease Payments, from the next preceding due date of Lessee as may be entitled theretoa Lease Payment until the date of payment by the buyer, and further provided that no deficiency shall be allowed against Lessee except with respect (iii) any other amounts due hereunder, including indemnity payments, taxes, charges, reimbursement of any advances and other amounts payable to unpaid costs Bondholder or Issuer hereunder; and expenses incurred by Lessor in connection with THIRD, to pay the disposition remainder of the Property; (c) By written notice to any escrow agent who is holding proceeds sale proceeds, purchase moneys or other amounts paid by a buyer of the Property Schedule, Lessor may instruct such escrow agent Collateral to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property ScheduleLessee; (d) Lessor may take any proceed by appropriate court action to enforce specific performance by Issuer or Lessee of the applicable covenants of this Lease Agreement or to recover for the breach thereof, including the payment of all amounts due from Lessee. Lessee shall pay or repay to Bondholder or Issuer all costs of such action or court action, including, without limitation, reasonable attorneys’ fees; and (e) take whatever action at law or in equity, that is permitted by applicable law and equity that may appear necessary or desirable to enforce or to protect any of its rights under with respect to the Property Schedule and this AgreementCollateral. Lessee shall pay or repay to Bondholder or Issuer all costs of such action or court action, including, without limitation, reasonable attorneys’ fees. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in wholeany other remedy exercised hereunder, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole to Bondholder any unpaid portion of the amounts Prepayment Amount. In the event of any Event of Default that adversely affects the rights of Issuer, including, but not limited to, any failure of Lessee to provide liability insurance for item (iii)its benefit, Issuer may proceed by appropriate court action to enforce specific performance by Lessee of the applicable covenants of this Lease Agreement or to recover damages for the breach thereof, and Lessee shall pay or repay to Issuer all costs of such action or court action, including, without limitation, reasonable attorneys’ fees.

Remedies on Default. Whenever Upon the happening and during the continuance of any Event of Default exists with respect to a Property ScheduleDefault, Lessor Lender shall have the right, at its sole option without in addition to any further demand other rights or noticeremedies available to Lender under the Mortgage or any of the other Loan Documents or under applicable Law, to take exercise any one or any combination more of the following remedial stepsrights and remedies: (a) Without terminating the Property Schedule, and by written notice Lender may terminate its obligation to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end disburse any further principal of the then-current budget year of Lessee Loan pursuant to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted this Agreement by applicable law, whichever is less;Notice to Borrower. (b) Lessor Lender may terminate accelerate all of Borrower’s Obligations under the Property ScheduleLoan Documents whereupon such Obligations shall become immediately due and payable, may enter the premises where the Property subject without notice of default, acceleration or intention to the Property Schedule is located and retake possession accelerate, presentment or demand for payment, protest or notice of the Propertynonpayment or dishonor, or require Lessee, at Lessee's expense, to promptly return notices or demands of any kind or character (all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ feeswhich are hereby waived by Borrower), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property;. (c) By written Lender may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property. (d) Lender may foreclose the Mortgage and/or exercise all remedies with respect to any other Collateral. (e) Lender may set off the amounts due Lender under the Loan Documents against all accounts, credits, money, securities or other property of Borrower now or hereafter under the control, maintained in an account, or in the possession of Lender to the credit or for the account of Borrower, without notice to any escrow agent who is holding proceeds or the consent of Borrower. (f) Lender may enter into possession of the Property Scheduleand perform any and all work and labor necessary to complete the development of the Land and the construction of the Improvements (whether or not in accordance with the Plans and Specifications) and to employ watchmen to protect the Property and the Improvements. All sums expended by Lender for such purposes shall be deemed to have been advanced to Borrower under the Note and shall be secured by the Mortgage and the other Security Documents. For this purpose, Lessor may instruct such escrow agent Borrower hereby constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution, which power is coupled with an interest, but without any fiduciary duty, to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment complete the work in the name of ▇▇▇▇▇▇'s obligations ▇▇, and hereby empowers said attorney or attorneys, in the name of Borrower or Lender: (i) To use any funds of Borrower including any balance which may be under the Property Schedulecontrol or maintained in an account of Lender and any funds which may remain unadvanced hereunder for the purpose of completing the development of the Land and the construction of the Improvements, whether or not in the manner called for in the Plans and Specifications; (dii) Lessor To make such additions and changes and corrections to the Plans and Specifications as shall be necessary or desirable in the judgment of ▇▇▇▇▇▇ to complete the development of the Land and the construction of the Improvements; (iii) To employ or terminate on behalf of Borrower such contractors, subcontractors, agents, architects and inspectors as shall be necessary or desirable for said purpose; (iv) To pay, settle or compromise all existing bills and claims which are or may take any actionbe liens against the Property, or may be necessary or desirable for the completion of the work or the clearance of title to the Property; (v) To execute all applications and certificates which may be required in the name of Borrower; (vi) To file for record, at law ▇▇▇▇▇▇▇▇’s cost and expense and in ▇▇▇▇▇▇▇▇’s name, any notices of completion, notices of cessation of labor, or any other notices that Lender in equity, that is permitted by applicable law its sole and that absolute discretion may appear consider necessary or desirable to enforce protect its security; and (vii) To do any and every act with respect to the development of the Land and the construction of the Improvements which Borrower may do in its own behalf. It is understood and agreed that this power of attorney shall be deemed to be a power coupled with an interest which cannot be revoked so long as any Obligations are outstanding. Said attorney-in- fact shall also have the power to prosecute and defend all actions or proceedings in connection with the development of the Land and the construction of the Improvements and to protect any of its rights under the Property Schedule take such actions and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)require such performance as Lender may deem necessary.

Remedies on Default. Whenever any Event of Lease Default exists with respect to a Property Schedule, Lessor shall have happened and be continuing beyond any applicable cure period, the rightTrustee may, or shall at its sole option without any further demand or notice, to take one or any combination the request of the following remedial steps:owners of a majority in aggregate principal amount of the Certificates then Outstanding and upon indemnification as to costs and expenses as provided in the Indenture, (a) Without terminating terminate the Property Schedule, Lease Term and by written give notice to Lessee, Lessor may declare all Lease Payments the District to vacate and other amounts payable by Lessee thereunder to the end surrender possession of the then-current budget year Leased Property, which vacation and surrender the District agrees to complete within sixty (60) days from the date of Lessee to be duesuch notice; provided, including without limitation delinquent Lease Payments under in the Property Schedule from prior budget yearsevent the District does not vacate and surrender possession on the termination date, and such amounts the provisions of Section 6.5 hereof shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is lessapply; (b) Lessor may terminate lease or sublease the Leased Property Schedule, may enter or sell or assign any interest the premises where Trustee has in the Property subject to the Property Schedule is located and retake possession of the Leased Property, or require Lessee, at Lessee's expense, to promptly return any or all of including the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect Trustee’s leasehold interest in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Leased Property; (c) By written notice recover from the District: (i) the portion of Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the District for such purpose, which would otherwise have been payable hereunder, during any period in which the District continues to any escrow agent who is holding proceeds occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the District for such purpose, which would otherwise have been payable by the District hereunder during the remainder, after the District vacates and surrenders possession of the Property ScheduleLeased Property, Lessor may instruct of the Fiscal Year in which such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment Event of ▇▇▇▇▇▇'s obligations under the Property Schedule;Lease Default occurs. (d) Lessor may take any action, whatever action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to enforce or to protect any of its rights in and to the Leased Property under the Site Lease, this Lease and the Indenture. Upon the occurrence of an Event of Nonappropriation, the Trustee shall be entitled to recover from the District the amounts set forth in Section 14.2(c)(i) hereof if the District continues to occupy the Leased Property Schedule and this Agreementafter June 30 of the Fiscal Year in which such Event of Nonappropriation occurs. The Trustee shall also be entitled, upon any Event of Lease Default, to any moneys in any funds or accounts created under the Indenture (except the Rebate Fund or any defeasance escrow accounts). Notwithstanding the foregoingforegoing provisions or any other provisions in this Lease or the Indenture, if so long as the proceeds are insufficient Lender is the sole Owner of the Certificates, the Trustee shall not take any remedial action under this Lease or the Indenture, including without limitation this Section 14.2, without the prior written consent and direction of the Lender. Before taking any such action as directed by the Original Purchaser, the Trustee shall be entitled to pay items (i) to (iii) the indemnification provided in Section 13.02(b8.02(m) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)Indenture.

Remedies on Default. Whenever any Event of Default exists with respect to a Property Scheduleshall have occurred and be continuing, Lessor Lender, as assignee of Issuer, shall have the right, at its sole option without any further demand or notice, to take any one or any combination of the following remedial stepssteps insofar as the same are available to secured parties under Article 9 of the UCC in effect in the State from time to time and which are otherwise accorded to Lender, as assignee of Issuer, by applicable law: (a) Without terminating the Property Schedule, and by written notice to LesseeIssuer and Borrower, Lessor may declare the entire unpaid principal amount of the Loan then outstanding, all Lease Payments interest accrued and other unpaid thereon and all amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee under this Loan Agreement to be dueforthwith due and payable, including without limitation delinquent Lease Payments under whereupon the Property Schedule from prior budget yearsLoan, all such accrued interest and all such amounts shall thereafter bear interest at the rate become and be forthwith due and payable, without presentment, notice of 12% per annum dishonor, protest or the maximum rate permitted further notice of any kind, all of which are hereby expressly waived by applicable law, whichever is lessBorrower; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake take possession of the PropertyEquipment wherever situated, without any court order or require Lessee, at Lessee's expense, to promptly return any or all other process of law and without liability for entering the Property to the possession of Lessor at such place within the United States as Lessor shall specifypremises, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; providedlease, however, that any proceeds from the sublease or make other disposition of the property Equipment for use over a term in excess a commercially reasonable manner, all for the account of Lender, provided that Borrower shall remain directly liable for the deficiency, if any, between the rent or other amounts paid by a lessee or sublessee of the sum required Equipment pursuant to (i) pay off any outstanding principal component such lease or sublease during the same period of Lease Paymentstime, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's after deducting all costs and expenses associated with the disposition of the Property (expenses, including reasonable attorneys’ fees)' fees and expenses, shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except incurred with respect to unpaid costs the recovery, repair and expenses incurred by Lessor in connection with the disposition storage of the PropertyEquipment during such period of time; (c) By written notice to any escrow agent who is holding proceeds take possession of the Property ScheduleEquipment wherever situated, Lessor may instruct such escrow agent to release all such proceeds without any court order or other process of law and any earnings thereon to Lessorwithout liability for entering the premises, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under and sell the Property ScheduleEquipment in a commercially reasonable manner; (d) Lessor may take any proceed by appropriate court action to enforce specific performance by Issuer or Borrower of the applicable covenants of this Loan Agreement or to recover for the breach thereof, including the payment of all amounts due from Borrower. Borrower shall pay or repay to Lender or Issuer all costs of such action or court action, including, without limitation, reasonable attorneys' fees; and (e) take whatever action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to enforce or to protect any of its rights under with respect to the Property Schedule and this AgreementEquipment. Notwithstanding Borrower shall pay or repay to Lender or Issuer all costs of such action or court action, including, without limitation, reasonable attorneys' fees. All proceeds from the foregoing, if exercise of remedies shall be applied in the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii)following manner: First, to pay in whole all proper and reasonable costs and expenses associated with the amounts for item (iii).recovery, repair, storage and sale of the Equipment, including reasonable attorneys' fees and expenses;

Remedies on Default. Whenever any Event of Default exists with respect to a Property Schedule, Lessor shall have happened and be continuing, the rightBond Trustee, at its sole option without any further demand or noticeas the assignee of the Issuer, to may take one or any combination of the following remedial steps: (a) Without terminating If the Property ScheduleBond Trustee has declared the principal of the Bonds and the interest accrued thereon to be due and payable, and by written notice to Lessee, Lessor may declare all Lease the principal of the Base Rental Payments and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee all interest accrued thereon to be due, including without limitation delinquent Lease Payments under immediately due and payable and the Property Schedule from prior budget years, same shall thereupon be immediately due and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is lesspayable; (b) Lessor may Give the Corporation written notice of intention to terminate this Lease Agreement on a date specified therein, which date shall not be earlier than 10 days after such notice is given, and if all Events of Default have not then been cured, on the Property Scheduledate so specified, may enter the premises where the Property subject Corporation’s rights to the Property Schedule is located and retake possession of the PropertyFacility shall cease and this Lease shall thereupon be terminated, or require Lessee, at Lessee's expense, to promptly return any or all and the Issuer may re-enter and take possession of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the StateFacility; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property;or (c) By written notice Without terminating this Lease Agreement, re-enter the Facility or take possession thereof pursuant to legal proceedings or pursuant to any escrow agent who is holding proceeds notice provided for by law, and use reasonable diligence to relet the Facility, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as the Issuer may deem in the best interests of the Property ScheduleBondholders, Lessor may instruct with the right to make alterations and repairs to the Facility, and no such escrow agent re- entry or taking of possession of the Facility by the Issuer shall be construed as an election on the Issuer’s part to release all terminate this Lease Agreement, and no such proceeds and re-entry or taking of possession by the Issuer shall relieve the Corporation of its obligation to pay Base Rental Payments or Additional Payments (at the time or times provided herein), or of any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s its other obligations under this Lease Agreement, all of which shall survive such re-entry or taking of possession, and the Property Schedule;Corporation shall continue to pay the Base Rental Payments and Additional Payments provided for in this Lease Agreement until the end of the term, whether or not the Facility shall have been relet, less the net proceeds, if any, of any reletting of the Facility after deducting all of the Issuer’s reasonable expenses in or in connection with such reletting, including without limitation all repossession costs, brokerage commissions, legal expenses, expenses of employees, alteration costs and expenses of preparation for reletting; or (d) Lessor may take At any actiontime after the termination of this Lease Agreement pursuant to Subsection (b), whether or not the Issuer shall have collected any current damages, the Issuer shall, at its option, be entitled to recover from the Corporation, and the Corporation will pay to the Issuer on demand, as and for liquidated and agreed final damages for the Corporation’s default and in lieu of all current damages beyond the date of such demand, an amount equal to all unpaid installments of rent (as hereinafter defined). (e) Exercise any or all the rights of and remedies with regard to any personal property included in the Facility available to a secured creditor under the Kansas UCC. (f) Have reasonable access to and inspect, examine and make copies of the books and records and any and all accounts and data of the Corporation during regular business hours of the Corporation if reasonably necessary in the opinion of the Bond Trustee; (g) Request that the Master Trustee declare the principal of the Related Master Notes and all interest due thereon to be due and payable or request that the Master Trustee exercise any other remedy under the Master Indenture; or (h) Take whatever action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to enforce collect the Base Rental Payments or Additional Payments then due and thereafter to become due, or to protect enforce performance and observance of any obligation, agreement or covenant of its rights the Corporation under the Property Schedule and this Lease Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii).

Remedies on Default. Whenever In the event of any Event such default or breach by Sublessee, Sublessor may at any time thereafter, with or without notice or demand and without limiting Sublessor in the exercise of Default exists with respect to a Property Schedule, Lessor shall any right or remedy which Sublessor may have the right, at its sole option without any further demand by reason of such default or notice, to take one or any combination of the following remedial stepsbreach: (a) Without terminating Terminate Sublessee's right to possession of the Property SchedulePremises by any lawful means, in which case this Sublease shall terminate and Sublessee shall immediately surrender possession of Premises to Sublessor. In such event Sublessor shall be entitled to recover from Sublessee all damages incurred by Sublessor by reason of Sublessee's default including, but not limited to, the cost of recovering possession of the Premises; expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorney's fees, and any real estate commission actually paid; and the worth at the time of award by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end court having jurisdiction thereof of the then-current budget year amount by which the unpaid rent for the balance of Lessee to the term after the time of such award exceeds the amount of such rental loss for the same period that Sublessee proves could be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts reasonably avoided. Unpaid installments of rent or other sums shall thereafter bear interest from the date due at the rate of 12% eighteen (18%) percent per annum annum. In the event Sublessee shall have abandoned the Premises, Sublessor shall have the option of (i) retaking possession of the Premises and recovering from Sublessee the amount specified in this Article 13.2(a) or the maximum rate permitted by applicable law, whichever is less;(ii) proceeding under Article 13.2(b). (b) Lessor Maintain Sublessee's right to possession in which case this Sublease shall continue in effect whether or not Sublessee shall have abandoned the Premises. In such event, Sublessor shall be entitled to enforce all of Sublessor's rights and remedies under this Sublease, including the right to recover the rent as it becomes due hereunder. (c) Pursue any other remedy now or hereafter available to Sublessor under the laws of judicial decisions of the state wherein the Premises are located. (d) In the event this Sublease terminates by reason of Sublessor's re-entry under the terms and covenants contained in this Sublease or by the ejectment of Sublessee by summary proceedings or otherwise, or after the abandonment of the premises by Sublessee, or for any other reason, it is hereby agreed Sublessee shall remain liable and shall pay in monthly installments the rent which accrues subsequent to any such transaction. Sublessee expressly agrees to pay as damages for the breach of the covenants herein contained, the difference between the rent due hereunder and the rent collected and received, if any, by Sublessor during the remainder of the unexpired term, as the amounts of such difference or deficiency shall from time to time be ascertained and written notice thereof given to Sublessee at its last known address. Unless otherwise specifically acknowledged by Sublessor, in writing, no exercise of right hereunder by Sublessor shall be deemed an acceptance of surrender of the Premises or a termination of Sublessee's liability for payment of money due hereunder. (e) Upon default and after expiration of all applicable grace periods, Sublessee hereby irrevocably appoints Sublessor as agent and attorney-in-fact of Sublessee, to enter upon the Premises in event of default by Sublessee in the payment of any rent herein reserved, or in the performance of any term, covenant or condition herein contained to be kept or performed by Sublessee, and to remove any and all furniture and personal property whatsoever situated upon the Premises. Any and all property which may terminate be removed from the Property SchedulePremises by the Sublessor pursuant to the authority of this Sublease or law, to which Sublessee is or may be entitled, may enter be handled, removed or stored by Sublessor at the premises where risk, cost and expense of Sublessee, and Sublessor shall in no event be responsible for the Property subject value, preservation or safekeeping thereof. Sublessee shall pay to Sublessor, upon demand, all expenses incurred in such removal and all storage charges against such property so long as the Property Schedule is located same shall be in Sublessor's possession or under Sublessor's control. Sublessor may place such property in storage for the account of, and retake possession at the expense of Sublessee, and if Sublessee fails to pay the Propertycost of storing such property after it has been stored for a period of ninety (90) days or more, or require Lessee, at Lessee's expense, to promptly return Sublessor may sell any or all of such property in such manner and at such times and places as Sublessor in its sole discretion may deem proper, without notice to or demand upon Sublessee for all payment of any part of such charges or the Property removal of any such property and shall apply the proceeds of such sale first to the possession cost of Lessor at expenses of such place within sale, including reasonable attorney's fees; second, to the United States as Lessor shall specify, and Lessor may thereafter dispose payment of the Property in accordance with Article 9 costs and charges of storing property; third, to the payment of any other sums of money which may then or thereafter be due to Sublessor from Sublessee under any of the Uniform Commercial Code in effect in terms hereof; and fourth, the State; balance, if any, to Sublessee. The removal and storage of Sublessee's property, as above provided, however, that any proceeds from the disposition shall not constitute a waiver of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay LessorSublessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)lien thereon.

Remedies on Default. Whenever any Event of Default exists with respect to a Property Schedule, Lessor shall have happened and be continuing, the rightState, at its sole option without any further demand or noticewith the consent of the Trustee, to may take one or any combination of the following remedial steps: (a) Without terminating : terminate the Property Schedule, Sublease Term and by written give notice to Lessee, Lessor may declare the Sublessee to immediately vacate the Leased Property in the manner provided in Section 3.02(b) hereof; sell or lease its interest in all Lease Payments and other amounts payable by Lessee thereunder to the end or any portion of the then-current budget year Leased Property; recover any of Lessee the following from the Sublessee that is not recovered pursuant to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; subsection (b) Lessor may terminate of this Section: the Property Schedule, may enter portion of Rent payable pursuant to Section 3.02(b)(ii) hereof; all amounts due under the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property Sublessee’s Matching Moneys Bond in accordance with Article 9 the terms of the Uniform Commercial Code in effect in Sublessee’s Matching Moneys Bond; and the Stateportion of any Base Rent or Matching Moneys Installment Payments payable by the Sublessee for the then current Fiscal Year that has been specifically appropriated by the Sublessee’s Governing Body, regardless of when the Sublessee vacates the Leased Property; provided, however, that any proceeds from and the disposition portion of the property in excess Additional Rent for the then current Fiscal Year that has been specifically appropriated by the Sublessee’s Governing Body, but only to the extent such Additional Rent is payable prior to the date, or is attributable to the use of the sum required Leased Property prior to (i) pay off the date, the Sublessee vacates the Leased Property; enforce any outstanding principal component provision of Lease Paymentsthis Sublease by equitable remedy, (ii) pay any other amounts then due under the Property Scheduleincluding, and (iii) pay Lessor's costs and expenses associated with the disposition but not limited to, enforcement of the Property (including attorneys’ fees)restrictions on assignment, shall be paid to Lessee encumbrance, conveyance, transfer or such succession under Article XIII hereof by specific performance, writ of mandamus or other creditor of Lessee as may be entitled thereto, injunctive relief; and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, whatever action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to enforce or to protect any of its rights in and to the Leased Property under the Property Schedule and this Agreement. Notwithstanding the foregoingSublease, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in wholesubject, Lessee shall remain obligated after application of proceeds to items (i) and (ii)however, to pay in whole the amounts for item (iii)limitations on the obligations of the Sublessee under Sections 6.05 and 12.03 hereof.

Remedies on Default. Whenever Upon the happening of any Event of Default exists with respect to a Property ScheduleDefault, Lessor Lender shall have the right, at its sole option without in addition to any further demand other rights or noticeremedies available to Lender under the Mortgage or any of the other Loan Documents or under applicable Law, to take exercise any one or any combination more of the following remedial stepsrights and remedies: (a) Without terminating the Property Schedule, and by written notice to Lessee, Lessor Lender may declare accelerate all Lease Payments and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments Borrower’s Obligations under the Property Schedule from prior budget yearsLoan Documents whereupon such Obligations shall become immediately due and payable, and such amounts shall thereafter bear interest at the rate without notice of 12% per annum default, acceleration or the maximum rate permitted intention to accelerate, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind or character (all of which are hereby waived by applicable law, whichever is less;Borrower). (b) Lessor Lender may terminate apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property. (c) Lender may set off the amounts due Lender under the Loan Documents against any and all accounts, credits, money, securities or other property of Borrower now or hereafter on deposit with, held by or in the possession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower. (d) Lender may enter into possession of the Property Scheduleand perform any and all work and labor necessary to complete any construction at the Property, may enter including any construction of tenant improvements or other improvements required of the premises where Borrower by any Leases, and to employ watchmen to protect the Property subject and the Improvements. All sums expended by Lender for such purposes shall be deemed to have been advanced to Borrower under the Property Schedule Note and shall be secured by the Mortgage and the other Loan Documents securing the Obligations. For this purpose, Borrower hereby constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution, which power is located coupled with an interest, to complete the work in the name of Borrower, and retake possession hereby empowers said attorney or attorneys, in the name of Borrower or Lender: (i) To use any funds of Borrower including any balance which may be held by Lender and any funds (if any) which may remain unadvanced hereunder for the purpose of completing any construction; (ii) To make such additions and changes and corrections to any plans and specifications as shall be necessary or desirable in the judgment of Lender to complete any construction, including any construction performed in connection with tenant improvements or other improvements required of the Borrower by any Leases; (iii) To employ such contractors, subcontractors, agents, architects and inspectors as shall be necessary or desirable for said purpose; (iv) To pay, settle or compromise all existing bills and claims which are or may be liens against the Property, or require Lessee, at Lessee's expense, to promptly return any may be necessary or all desirable for the completion of the Property work or the clearance of title to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (cv) By written notice to any escrow agent who is holding proceeds To execute all applications and certificates which may be required in the name of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property ScheduleBorrower; (dvi) Lessor To enter into, enforce, modify or cancel Leases and to fix or modify Rents on such terms as Lender may take any actionconsider proper (vii) To file for record, at law Borrower’s cost and expense and in Borrower’s name, any notices of completion, notices of cessation of labor, or any other notices that Lender in equity, that is permitted by applicable law its sole and that absolute discretion may appear consider necessary or desirable to enforce protect its security; and (viii) To do any and every act with respect to any such construction which Borrower may do in its own behalf. It is understood and agreed that this power of attorney shall be deemed to be a power coupled with an interest which cannot be revoked. Said attorney-in-fact shall also have the power to prosecute and defend all actions or proceedings in connection with any construction at the Property, including any construction of tenant improvements or other improvements required of the Borrower by any Leases, and to protect any of its rights under the Property Schedule take such actions and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)require such performance as Lender may deem necessary.

Remedies on Default. Whenever Upon the occurrence of an event of default and at any Event of Default exists with respect time thereafter, Landlord, subject to a Property Scheduleall applicable laws, Lessor shall have the right, at its sole option without may take any further demand or notice, to take one or any combination all of the following remedial stepsactions: (a) Without terminating In the Property Schedulecase of abandonment, Landlord may at its option re-enter, take possession of the Premises and remove all persons and property therefrom (such property as may be removed may be stored in a public warehouse or elsewhere at the cost of, and by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to for the end account of Tenant). Landlord shall not be deemed guilty of trespass or liable for the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum loss or the maximum rate permitted by applicable law, whichever is less;damage occasioned thereby. (b) Lessor may terminate the Property Schedule, may Should Landlord elect to re-enter the premises where Premises, or should it take possession pursuant to legal proceedings or pursuant to any notice provided for by law, Landlord may, without terminating this Lease make such alterations and repairs as may be necessary in order to relet the Property subject Premises, and relet the Premises or any part thereof upon such terms and conditions as Landlord in its sole discretion may deem advisable. The rentals resulting from such reletting shall be applied first, to the Property Schedule is located and retake possession payment of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (reletting, including brokerage fees and attorneys’ fees), and of costs of such alterations and repairs; second, to the payment of Minimum Rent and Additional Rent, together with interest thereon at twelve percent (12%) per annum, due and unpaid hereunder; and the residual, if any, shall be held by Landlord and applied in payment of future rent or damage as the same may become due and payable hereunder. If rentals received from such reletting during any month are less than that to be paid during that month by Tenant hereunder, Tenant shall forthwith pay any such deficiency to Lessee Landlord. No such re-entry or such other creditor taking possession of Lessee as may be entitled thereto, and further provided that no deficiency said premises by Landlord shall be allowed against Lessee except construed as an election on its part to terminate this Lease unless a written notice of such intention be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction. If Tenant shall, after default, voluntarily give up possession to Landlord, deliver to Landlord the keys to the Premises, or both, such actions shall be deemed to be in compliance with respect to unpaid costs Landlord’s rights and expenses incurred the acceptance thereof by Lessor in connection with the disposition Landlord shall not constitute a surrender of the Property;Premises or a termination of this Lease. (c) By written notice Landlord may at any time after default elect to any escrow agent who is holding proceeds terminate this Lease. Upon such termination, Landlord may recover from Tenant all damages it may incur by reason of such breach, including the cost of recovering the Premises, reletting commissions and expenses, costs of repair to the Premises, reasonable attorneys’ fees, and including the worth at the time of such termination of the Property Scheduleexcess, Lessor may instruct such escrow agent if any, of the amount of Minimum Rent and Additional Rent reserved in this Lease for the remainder of the Lease Term over the then reasonable rental value of the Premises for the remainder of the Lease Term, all of which amounts shall be immediately due and payable from Tenant to release all such proceeds Landlord. In determining the amount which would be payable pursuant to this subparagraph, the annual rent for each year remaining in the Lease Term shall be equal to the average of the total annual Minimum Rent and any earnings thereon Additional Rent paid by Tenant from the Lease Commencement Date to Lessorthe time of default, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under or during the Property Schedule;preceding three (3) full calendar years, whichever period is shorter. (d) Lessor may take Nothing contained in this Lease will limit or prejudice Landlord’s right to prove and obtain as liquidated damages in any actionbankruptcy, insolvency, receivership, reorganization, or dissolution proceeding, an amount equal to the maximum allowable by any Laws governing such proceeding in effect at law the time when such damages are to be proved, whether or in equitynot such amount be greater, that is permitted by applicable law and that may appear necessary equal or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole less than the amounts for item (iii)recoverable, either as damages or Rent, under this Lease.

Remedies on Default. Whenever Upon the occurrence of any Event event of Default exists with respect default the Trustee may, subject to Section 9.7, or at the request of the Owners of not less than a Property Schedulemajority in aggregate principal amount of the Notes then Outstanding shall, Lessor shall have the right, at its sole option without any further demand or notice, to take exercise any one or any combination more of the following remedial stepsremedies: (a) Without terminating declare the Property Schedule, and by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end entire amount of the then-current budget year principal component and accrued and unpaid interest component of Lessee the Installment Payments to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, immediately due and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is lesspayable; (b) Lessor may terminate exercise all remedies available at law or in equity or under the Property ScheduleDeed of Trust, may enter the premises where the Property subject to the Property Schedule is located including foreclosure and retake possession sale of the Mortgaged Property, and apply the proceeds of any such sale or require Lesseeother disposition, at Lessee's expense, to promptly return any or after deducting all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (expenses, including court costs and reasonable attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the recovery, repair, storage and sale or other disposition costs as provided in the Deed of Trust, toward the principal component and accrued and unpaid interest of the Property;balance of Installment Payments in the manner provided in the Master Trust Agreement; and (c) By written notice proceed by appropriate court action to any escrow agent who is holding proceeds enforce performance by the County of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment applicable covenants of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce this Master Agreement or to protect any of its rights under recover for the Property Schedule and this Agreementbreach thereof. Notwithstanding the foregoingNOTWITHSTANDING ANY OTHER PROVISIONS HEREIN, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in wholeIT IS THE INTENT OF THE PARTIES HERETO TO COMPLY WITH SECTION 160A-20 OF THE GENERAL STATUTES OF NORTH CAROLINA. NO DEFICIENCY JUDGMENT MAY BE RENDERED AGAINST THE COUNTY IN FAVOR OF THE TRUSTEE OR ANY OTHER PERSON IN VIOLATION OF SAID SECTION 160A-20 INCLUDING, Lessee shall remain obligated after application of proceeds to items (i) and (ii)WITHOUT LIMITATION, to pay in whole the amounts for item (iii)ANY DEFICIENCY JUDGMENT FOR AMOUNTS THAT MAY BE OWED HEREUNDER WHEN THE SALE OR DISPOSITION OF ALL OR ANY PORTION OF THE MORTGAGED PROPERTY IS INSUFFICIENT TO PRODUCE SUFFICIENT FUNDS TO PAY IN FULL ALL REMAINING OBLIGATIONS HEREUNDER.

Remedies on Default. Whenever an Event of Default described in Section 11.01(f) hereof shall have occurred, the Prepayment Amount automatically shall be due and payable, whereupon the Prepayment Amount automatically shall become and be forthwith due and payable without presentment, notice of dishonor, protest or further notice of any kind, all of which are hereby expressly waived by Borrower. Whenever any Event of Default exists with respect to a Property Scheduleshall have occurred, Lessor Lender shall have the right, at its sole option without any further demand or notice, to take any one or any combination of the following remedial stepssteps insofar as the same are available to secured parties under Article 9 of the UCC in effect in the State from time to time and which are otherwise accorded to Lender by applicable law: (a) Without terminating the Property Schedule, and by written notice to LesseeIssuer and Borrower, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee Prepayment Amount to be dueforthwith due and payable, including whereupon the Prepayment Amount shall become and be forthwith due and payable, without limitation delinquent Lease Payments under the Property Schedule from prior budget yearspresentment, and such amounts shall thereafter bear interest at the rate notice of 12% per annum dishonor, protest or the maximum rate permitted further notice of any kind, all of which are hereby expressly waived by applicable law, whichever is lessBorrower; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake take possession of the PropertyCollateral wherever situated, without any court order or require Lessee, at Lessee's expense, to promptly return any or all other process of law and without liability for entering the Property to the possession of Lessor at such place within the United States as Lessor shall specifypremises, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; providedlease, however, that any proceeds from the sublease or make other disposition of the property Collateral for use over a term in excess a commercially reasonable manner, all for the account of Lender, provided that Borrower shall remain directly liable for the deficiency, if any, between the rent or other amounts paid by a lessee or sublessee of the sum required Collateral pursuant to such lease or sublease during the same period of time, after deducting all costs and expenses, including reasonable attorneys’ fees and expenses, incurred with respect to the recovery, repair and storage of the Collateral during such period of time; (ic) pay off take possession of the Collateral wherever situated, without any outstanding principal component court order or other process of Lease Payments, (ii) pay any other amounts then due under law and without liability for entering the Property Schedulepremises, and (iii) sell the Collateral in a commercially reasonable manner. All proceeds from such sale shall be applied in the following manner: FIRST, to pay Lessor's all proper and reasonable costs and expenses associated with the disposition recovery, repair, storage and sale of the Property (Collateral, including reasonable attorneys’ fees)fees and expenses; SECOND, shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) Lender the amount of all unpaid Loan Payments or other obligations (whether direct or indirect owed by Borrower to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (iiLender), to pay in whole the amounts for item (iii).if any, which are then due and owing, together with interest and late charges thereon,

Remedies on Default. Whenever any Event of Default exists with respect to a Property Scheduleshall have occurred, Lessor Lender, as assignee of Issuer, shall have the right, at its sole option without any further demand or notice, to take any one or any combination of the following remedial stepssteps insofar as the same are available to secured parties under Article 9 of the UCC in effect in the State from time to time and which are otherwise accorded to Lender, as assignee of Issuer, by applicable law: (a) Without terminating the Property Schedule, and by written notice to LesseeIssuer and Borrower, Lessor may declare the entire unpaid principal amount of the Loan and the Bond then outstanding, all Lease Payments interest accrued and other unpaid thereon and all amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee under this Agreement to be dueforthwith due and payable, including without limitation delinquent Lease Payments under whereupon the Property Schedule from prior budget yearsLoan, all such accrued interest and all such amounts shall thereafter bear interest at the rate become and be forthwith due and payable, without presentment, notice of 12% per annum dishonor, protest or the maximum rate permitted further notice of any kind, all of which are hereby expressly waived by applicable law, whichever is lessBorrower; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake take possession of the PropertyEquipment wherever situated, without any court order or require Lesseeother process of law and without liability for enter in the premises, at Lessee's expenseand lease, to promptly return any sublease or all make other disposition of the Property Equipment for use over a term in a commercially reasonable manner, all for the account of Lender, provided that Borrower shall remain directly liable for the deficiency, if any, between the rent or other amounts paid by a lessee or sublessee of the Equipment pursuant to such lease or sublease during the same period of time, after deducting all costs and expenses, including reasonable attorneys' fees and expenses, incurred with respect to the possession of Lessor at such place within the United States as Lessor shall specifyrecovery, repair and Lessor may thereafter dispose storage of the Property Equipment during such period of time; (c) in accordance with Article 9 the UCC, take possession of the Uniform Commercial Code Equipment wherever situated, without any court order or other process of law and without liability for entering the premises, and sell the Equipment in effect a commercially reasonable manner. All proceeds from such sale shall be applied in the State; providedfollowing manner: FIRST, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, all proper and (iii) pay Lessor's reasonable costs and expenses associated with the disposition recovery, repair, storage and sale of the Property (Equipment, including reasonable attorneys’ fees)' fees and expenses; SECOND, shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) Lender the amount of all unpaid Loan Payments or other obligations (whether direct or indirect owed by Borrower to Lender), if any, which are then due and owing, together with interest and late charges thereon, (ii) Lender the then applicable Prepayment Amount (taking into account the payment of past-due Loan Payments as aforesaid), plus a pro rata allocation of interest, at the rate utilized to calculate the Loan Payments, from the next preceding due date of a Loan Payment until the date of payment by the buyer, and (iii) in Section 13.02(b) in wholeany other amounts due hereunder, Lessee shall remain obligated after application including indemnity payments, taxes, charges, reimbursement of proceeds any advances and other amounts payable to items (i) and (ii), to pay in whole the amounts for item (iii).Lender or Issuer hereunder; and

Remedies on Default. Whenever (a) Upon any Event one or more events of Default exists with respect to a Property Scheduledefault, Lessor shall have the rightLandlord may, at its sole option without option, at any further demand or noticetime thereafter, to take one or any combination of the following remedial steps: (a) Without terminating the Property Schedule, and by give written notice to LesseeTenant specifying the event or events of default and stating that this Lease and the term demised shall expire and terminate on the date specified in the notice, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to which shall be at least twenty days after the end giving of the then-current budget year notice. Upon the date specified in the notice, this Lease and the term demised and all rights of Lessee to be dueTenant under this Lease shall expire and terminate. The expiration or termination of this Lease by Landlord shall not relieve Tenant of its liability and obligations under this Lease, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts which shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less;survive. (b) Lessor may terminate Upon termination of this Lease pursuant to this Section, Tenant shall quit and peacefully surrender the Leased Property Scheduleand the Improvements to Landlord. Landlord, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Propertyupon, or require Lesseeat any time after, at Lessee's expensethe expiration or termination of this Lease, without additional notice and without prejudice to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, rights and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), remedies it shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, have at law or in equity, that is permitted by applicable law may re-enter the Leased Property and that may appear necessary Improvements, and remove from them Tenant, its agents, employees, servants, licensees, and subtenants and other persons, firms or desirable to enforce corporations and all or to protect any of its rights under or their property, either by summary dispossess proceedings or by any suitable action or proceeding at law or in equity, or by force or otherwise, without being liable to indictment, prosecution or damages for such action, and may repossess and have, hold and enjoy the Leased Property Schedule and the Improvements. (c) Upon Landlord's termination of this Agreement. Notwithstanding Lease, re-entry of the foregoing, if the proceeds are insufficient to pay items Leased Property and Improvements or dispossession of Tenant by summary proceedings or otherwise; (i) The rent shall become due and payable and be paid up to the time of termination, re-entry, or dispossession; (ii) Landlord at any time and from time to time may relet the Leased Property and Improvements or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may, at Landlord's option, be less than or exceed the period which would otherwise have constituted the balance of the term of this Lease and on such conditions, including, without limitation, concessions of free rent and alterations of the Leased Property and Improvements, as Landlord in its sole discretion may determine, and Landlord may collect and receive all rents and income from them; (iii) Notwithstanding any present or future law, statute, or judicial decision, Landlord shall not be responsible or liable for any failure or refusal to relet the Leased Property and Improvements or any part of them, or for any failure to collect any rent due upon any reletting of them; (iv) Whether or not the Leased Property or Improvements or any part of them shall have been relet, Tenant, until the end of what would have been the term of this Lease in Section 13.02(bthe absence of expiration or termination, shall be liable to and shall pay Landlord as and for liquidated and agreed current damages (the "current damages") for Tenant's default, the amount of all rent (including prepaid base rent, which Landlord shall retain) which would have been payable under this Lease by Tenant if it were still in wholeeffect, Lessee less the net proceeds of any reletting pursuant to the provisions of this Section, after deducting all Landlord's expenses in the reletting, including, without limitation, all repossession costs, brokerage and management commissions, operating expenses, legal expenses, attorney's fees and expenses of preparation for reletting; (v) Tenant shall remain obligated after application pay the current damages to Landlord, and Landlord shall be entitled to recover them from Tenant, by separate action, actions or proceeds, at such time or times when rent would have been payable under this Lease if it were still in effect; and (vi) In lieu of proceeds collecting the current damages, Landlord, at its option, shall be entitled to items (i) retain, as and (ii)for liquidated and agreed final damages for Tenant's default, to pay in whole the amounts for item (iii)full amount of prepaid base rent and such other rent as Landlord shall have collected from Tenant.

Remedies on Default. Whenever any Event of Default exists with respect to a Property Schedule, Lessor under Section 12.1 of this Lease shall have the rightoccurred and be continuing, at its sole option without any further demand or notice, to take one or any combination more of the following remedial stepssteps may be taken, provided, however, that if the event of Default is under Section 12.1(c) hereof, only the remedial steps provided in subparagraph (c) below may be taken: (a) Without terminating the Property Schedule, and by written notice to Lessee, The Lessor may declare all Lease installments of Basic Rent, Additional Payments and other amounts payable by Lessee thereunder to under this Lease for the end remainder of the then-current budget year of Lessee Lease Term to be dueimmediately due and payable, including without limitation delinquent Lease whereupon those installments of Basic Rent, Additional Payments under the Property Schedule from prior budget years, and such other amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less;become due and payable immediately. (b) In accordance with applicable law, the Lessor may terminate the Property Schedule, may may (i) enter the premises where the Property subject to the Property Schedule is located and retake take possession of the PropertyLeased Premises, or require Lesseeany appropriate part thereof, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, without terminating this Lease, (ii) pay collect rentals and enforce all other remedies of the Lessee under any leases or, or assignment or grants of rights to use or occupy, the Leased Premises, or any part thereof, but without being deemed to have affirmed the leases, assignments or grants, and (iii) enter into new leases, assignments and grants on any terms which the Lessor may deem to be suitable for the Leased Premises, or any part thereof, which leases, assignment and grants shall not be terminated or affected if the Lessee cures the Event of Default. Rentals and other amounts then due payable under the Property Scheduleleases, assignments and grants described in clauses (ii) and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees)preceding sentence may be applied by the Lessor to any costs of administration, operation, repair or maintenance of the Leased Premises, or any part thereof, as the Lessor may reasonably deem useful, and the remaining balance shall be applied to the payment of other amounts payable, or to become payable, under this Lease or otherwise in the order of priority to be determined by the Lessor in accordance with this Lease. Any balance of the rents and other amounts remaining thereafter shall be paid promptly to the Lessee or such other creditor of Lessee as may be entitled theretoby the Lessor in accordance with this Lease, and further provided that no deficiency shall be allowed against the Lessor may hold the Lessee except with respect to unpaid costs liable for the difference between those rents and expenses incurred by Lessor in connection with the disposition of the Property;other amounts payable under this Lease. (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) The Lessor may take any action, whatever action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to enforce collect the Basic Rent, Additional Payments and other amounts then payable, or to protect become payable, under this Lease, or to enforce the observance and performance of any covenant, agreement or obligation of the Lessee under this Lease. Before any of its rights the foregoing remedies may be exercised by the Lessor in connection with an Event of Default under subparagraph (b) of Section 12.1, the Property Schedule Board of Commissioners shall give written notice to the Lessee, that the Board of Commissioners believes that an Event of Default under that subparagraph may have occurred, specifying the charges or circumstances constituting the alleged Event of Default in sufficient detail that the Lessee will be advised fully of the nature of the charges made against it and this Agreementwill be able to prepare an adequate response thereto. Notwithstanding The notice shall fix a date, time and place for a hearing, which shall be paid for by Lessee, before a hearing officer who shall be a member of the foregoingAmerican Arbitration Association or any organization which is nationally recognized as performing the functions now performed by that Association who is knowledgeable concerning health care facilities reasonably comparable in size and type to the Leased Premises and who shall be mutually acceptable to the Lessee and the Board of Commissioners. The hearing shall be on the issue of whether an Event of Default has occurred. That date shall not be sooner than thirty (30) days following the giving of that notice. At the date, if time and place specified in the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in wholenotice, unless the Board of Commissioners shall have withdrawn the notice, the Lessee shall remain obligated after application be heard on the charges specified in the notice, shall be confronted with the evidence of proceeds the alleged Event of Default, shall have the right to items (i) examine and (ii)to cross-examine witnesses and may introduce any other evidence and testimony with respect to the alleged Event of Default which the Lessee desires. After the hearing is concluded, the hearing officer shall consider whether an Event of Default has occurred and shall report his findings or determinations to pay in whole the amounts Board of Commissioners and the Lessee. If the hearing officer determines that an Event of Default has occurred, the Board of Commissioners may give notice of that determination to the Lessee, and of its intention to terminate this Lease as of a date not earlier than the 30th day following the giving of the notice. If on the date specified for item (iii)termination, the determination shall not have been enjoined, annulled or otherwise suspended by any judicial authority or suspended or waived by the Board of Commissioners, this Lease shall be terminated, subject to reinstatement pursuant to Section 12.7 hereof.

Remedies on Default. Whenever any Event of Default exists with respect to a Property Scheduleexists, the Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) Without terminating The Lessor may by notice in writing to the Property ScheduleLessee terminate the Lease, whereupon all rights of the Lessee to use the Equipment shall cease and by terminate; (b) By written notice to the Lessee, the Lessor may declare demand that the Lessee pay, as liquidated damages for loss of a bargain and not as a penalty, all unpaid Rental Payments payable by the Lessee pursuant to such Lease Payments and other amounts payable by the Lessee thereunder under such Lease to the end of the then-then current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum Original Term or the maximum rate permitted by applicable law, whichever is lessRenewal Term; (bc) With or without terminating the Lease Term under such Lease, the Lessor may terminate request that the Property Schedule, may enter Lessee at the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to expense promptly return any or all of the Property such Equipment to the possession of the Lessor at such place within the United States as the Lessor shall specify. In such event, and the Lessor may thereafter dispose shall use its best efforts to sell or lease such Equipment or, for the account of the Property in accordance with Article 9 Lessee, sublease such Equipment. If the Lessee returns the Equipment and the Lessor sells, leases or otherwise disposes of any or all of the Uniform Commercial Code Equipment, the Lessor shall apply the proceeds of such sale, lease or other disposition as described in effect in the State; providedSection 12.04. The Lessee shall not be liable for any deficiency after sale, however, that any proceeds from the lease or other disposition of the property in excess of Equipment. If the sum required Lessee elects not to (i) pay off any outstanding principal component of Lease Paymentsreturn the Equipment, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be Lessor is entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇unpaid Rental Payments through the date of the Lessor's obligations request to return the Equipment plus the then applicable Purchase Price, as set forth in the applicable Schedule for such Equipment. The exercise of any such remedies respecting any such Event of Default shall not relieve the Lessee of any other liabilities under any other Lease or the Property Schedule;Equipment listed therein; and (d) The Lessor may take any action, whatever action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)such Lease.

Remedies on Default. Whenever any Event of Lease Default exists with respect to a Property Schedule, Lessor shall have happened and be continuing beyond any applicable cure period, the rightTrustee may (subject to its rights and protections under the terms of the Indenture), or shall at its sole option the request of the owners of a majority in aggregate principal amount of the Certificates then Outstanding and upon indemnification as to costs and expenses as provided in the Indenture, without any further demand or notice, to take one or any combination of the following remedial steps: (a) Without terminating terminate the Property Schedule, Lease Term and by written give notice to Lessee, Lessor may declare all Lease Payments the City to vacate and other amounts payable by Lessee thereunder to the end surrender possession of the then-current budget year Leased Property, which vacation and surrender the City agrees to complete within sixty (60) days from the date of Lessee to be duesuch notice; provided, including without limitation delinquent Lease Payments under in the Property Schedule from prior budget yearsevent the City does not vacate and surrender possession on the termination date, and such amounts the provisions of Section 7.5 hereof shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is lessapply; (b) Lessor may terminate lease or sublease the Leased Property Schedule, may enter or sell or assign the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect Trustee’s leasehold interest in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Leased Property; (c) By written notice recover from the City: (i) the portion of Series 2020A Base Rentals, Series 2020B Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the City for such purpose, which would otherwise have been payable hereunder, during any period in which the City continues to any escrow agent who is holding proceeds occupy, use or possess the Leased Property; and (ii) Series 2020A Base Rentals, Series 2020B Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the City for such purpose, which would otherwise have been payable by the City hereunder during the remainder, after the City vacates and surrenders possession of the Property ScheduleLeased Property, Lessor may instruct of the Fiscal Year in which such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment Event of ▇▇▇▇▇▇'s obligations under the Property Schedule;Lease Default occurs. (d) Lessor may take any action, whatever action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to enforce or to protect any of its rights in and to the Leased Property under the Site Lease, this Lease and the Indenture. Upon the occurrence of an Event of Non-appropriation, the Trustee shall be entitled to recover from the City the amounts set forth in Section 15.2(c)(i) hereof if the City continues to occupy the Leased Property Schedule after December 31 of the Fiscal Year in which such Event of Non- appropriation occurs. The Trustee shall also be entitled, upon any Event of Lease Default, to any moneys in any funds or accounts created under the Indenture (except the Rebate Fund and this Agreementany defeasance escrow accounts). Notwithstanding the foregoingforegoing provisions or any other provisions in the Site Lease, if this Lease or the proceeds are insufficient Indenture, the Trustee shall not take any remedial action under the Site Lease, this Lease or the Indenture, including without limitation this Section 15.2, without the prior written consent and direction of the Initial Purchaser. Before taking any such action as directed by the Initial Purchaser, the Trustee shall be entitled to pay items (i) to (iii) the indemnification provided in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)Indenture.

Remedies on Default. Whenever any Event of Default exists with respect to a Property Schedule, Lessor Landlord shall have the rightfollowing remedies if Tenant commits a default. These remedies are not exclusive; they are cumulative in addition to any remedies now or later allowed by law. These remedies are subject to the provisions of the Bankruptcy Code of the United States and any other law in effect at the time of default to the extent required by such law. Landlord can continue this Lease in full force and effect in such case, the Lease will continue in effect so long as Landlord does not terminate Tenant's right to possession, and Landlord shall have the right to collect rent when due. During the period Tenant is in default, Landlord can enter the Premises and relet them, or any part of them, to third parties for Tenant's account. Tenant shall be liable immediately to Landlord for all costs Landlord incurs in reletting the Premises including, without limitation, broker's commissions, expenses of remodeling the Premises required by the reletting, and like costs. Reletting can be for a period shorter or longer than the remaining term of this Lease. Tenant shall pay to Landlord the rent due under this Lease on the date the rent is due, less the rent Landlord receives from any reletting. No act by Landlord allowed by this Paragraph shall terminate this Lease unless Landlord notifies tenant that landlord elects to terminate this lease. After Tenant's default and for as long as Landlord does nor terminate Tenant's right to possession of the Premises if Tenant obtains Landlord's consent Tenant shall have the right to assign or sublet its interest in this lease, but Tenant shall not be released from liability. Landlord can terminate Tenant's right to possession of the premises at any time. No act by Landlord other than giving notice to Tenant shall terminate this Lease. Acts of maintenance, efforts to relet the Premises or the appointment of a receiver on Landlord's initiative to protect Landlord's interest under this lease shall not constitute a termination of Tenant's right to possession. On termination, Landlord has the right to recover from Tenant: The worth, at its sole option without any further demand or notice, to take one or any combination the time of the following remedial steps: (a) Without terminating award, of the Property Scheduleunpaid rent that had been earned at the time of termination of this lease: The worth, at the time of the award of the amount by which the unpaid rent that would have been earned after the date of termination of this Lease until the time of the award exceeds the amount of the loss of rent that Tenant proves could have been reasonably avoided: The worth, at the rime of the award, of the amount by which the unpaid rent for the balance of the rent after the time of the award exceeds the amount of the loss of rent that Tenant proves could have been reasonably avoided. Any other amount, and court costs, necessary to compensate Landlord for all detriment proximately caused by written notice to LesseeTenant's default. "The worth, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to at the end time of the then-current budget year award", as used in Subdivisions (I) and (2) of Lessee this subparagraph @) is to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear computed by allowing interest at the rate of 12% per annum or the maximum rate permitted allowed by applicable lawusury law at that rime, whichever or if there is less; not such maximum, at eighteen percent (18%) per annum. The worth at the time of the award", as referred to in Subdivision (3) of subparagraph (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under computed by discounting the Property Schedule; (d) Lessor may take any action, amount at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii).discount

Remedies on Default. Whenever any Event of Default exists with respect to a Property Schedulehas occurred and is continuing hereunder, the Lessor shall have the rightmay, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps:steps:‌ (a) Without terminating by appropriate court action, enforce the Property Schedulepledge set forth in Section 2 of the Ordinance and Section 11 of this Lease so that during the remaining Lease Term, and by written notice to there is levied on all the taxable property in the Lessee, Lessor may declare in addition to all Lease Payments and other amounts payable by Lessee thereunder taxes, without limitation as to the end of rate or amount, a direct tax annually in an amount sufficient to pay the then-current budget year of Lessee to be Lease Rental Payments as and when due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate take legal title to and sell or re-lease the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, Project or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the Stateportion thereof; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property;and (c) By written notice take whatever action at law or in equity may appear necessary or desirable (i) to any escrow agent who is holding proceeds enforce its rights in and to the Project under this Lease, including, without limitation, the right to take possession of the Property ScheduleProject and the right to sell, re-lease, or otherwise dispose of the Project in accordance with applicable law, and/or (ii) to enforce performance by the Lessee of the applicable covenants and agreements of the Lessee under this Lease, subject, however, to the limitations thereon contained in this Lease, and to recover damages for the breach thereof. No remedy herein conferred upon or reserved to the Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums is intended to be credited exclusive, and every such remedy shall be cumulative and shall be in addition to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, every other remedy given hereunder and every remedy now or hereafter existing at law or in equity. No delay or omission by the Lessor to exercise any right or power accruing upon any Default shall impair any such right or power, and any such right and power may be exercised by the Lessor from time to time and as often as may be deemed expedient. If any agreement contained herein should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. Following a final adjudication by a court of competent jurisdiction that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any an Event of its rights under Default has occurred hereunder, the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application liable for all covenants and obligations under this Lease and for all legal fees and other costs and expenses, including any court costs awarded by such court of proceeds competent jurisdiction, incurred by the Lessor with respect to items (i) and (ii), to pay in whole the amounts for item (iii)enforcement of any of the remedies under this Lease.

Remedies on Default. Whenever (a) If a default by Tenant occurs, Landlord may: (1) Immediately re-enter and remove all persons and personal property from the demised Premises, storing the removed property in a public warehouse or elsewhere at Tenant’s expense without liability, or (2) Landlord may retake possession of the demised Premises for the account of Tenant and relet the demised Premises, or any Event part thereof, for such term or terms and at such rental and upon such other terms and conditions as the Landlord may deem advisable, in which event the rents received by the Landlord from reletting shall be applied first to the payment of Default exists with respect such expense as Landlord may be put to a Property Schedulein reentering, Lessor and then to the payment of the rent due and to become due under this Lease, the balance, if any shall be paid over to Tenant, who shall remain liable for any deficiency; or, (3) Landlord may stand by and do nothing and shall have the rightright to ▇▇▇ Tenant as each installment of rent matures, at its sole option without any further demand or notice, accelerate the balance of installments due and ▇▇▇ for same; or (4) Terminate this Lease by notice to take one or any combination Tenant in which event Tenant shall immediately surrender possession of the following remedial steps: (a) Without terminating the Property Schedule, demised Premises to Landlord and by written notice all loss or damages incurred because of Tenant’s default including all rent due or to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts become due shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less;become due forthwith. (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject Notice or demand is not a prerequisite to the Property Schedule is located and retake possession any remedy unless another part of the Property, this Lease provides for notice or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor demand in which event that provision shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property;prevail. (c) By written notice In addition to any escrow agent who is holding proceeds other loss or damages that Landlord sustains because of Tenant’s default, Tenant shall pay all expenses of repairs to the Property SchedulePremises or the property on which the Premises are located required as a result of its tenancy, Lessor may instruct such escrow agent to release all such proceeds transfer and any earnings thereon to Lessorstorage charges for Tenant’s personal property removed from the Premises, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule;costs, expenses and reasonable attorney’s fees for enforcing or construing this lease, whether for trial, appeal or otherwise. (d) Lessor may take All remedies of Landlord are cumulative to each other and to any action, at law or in equity, that is permitted other remedies given by applicable law and that may appear necessary or desirable law. All rights of Landlord on Tenant’s default apply to enforce or to protect any an extension of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, Lease if the proceeds are insufficient Lease has been extended as of the date of default. By making a payment for Tenant or from any security deposit, Landlord does not waive Tenant’s default or any right Landlord has because of the default except to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after the extent that any such default has been cured by the application of proceeds to items (i) the Security Deposit and (ii), to pay in whole the amounts provided said Security Deposit has been replenished as provided for item (iii)elsewhere herein.

Remedies on Default. Whenever If Payment of the Bonds shall not have been made, whenever any Event of Default exists with respect referred to a Property Schedule, Lessor in Section 9.1 hereof shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial stepshappened and shall not have been waived: (a) Without terminating The Issuer, or the Property ScheduleTrustee on behalf of the Issuer, and may by written notice to Lesseethe Borrower, Lessor may the Credit Facility Issuer, and the Remarketing Agent declare all Lease Payments and other amounts payable by Lessee thereunder installments of principal repayable pursuant to the end Note for the remainder of the then-current budget year of Lessee term thereof to be dueimmediately due and payable, including whereupon the same, together with accrued interest thereon as provided for in the Note, shall become immediately due and payable without limitation delinquent Lease Payments under the Property Schedule from prior budget yearspresentment, and such amounts shall thereafter bear interest at the rate of 12% per annum demand, protest or the maximum rate permitted by applicable lawany other notice whatsoever, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of which are hereby expressly waived by the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the StateBorrower; provided, however, that all such amounts shall automatically be and become immediately due and payable without notice upon the occurrence of any proceeds from event described in Section 9.1(f) or 9.1(g) hereof, which notice the disposition Borrower hereby expressly waives. Notwithstanding anything to the contrary herein contained, upon the occurrence of an Event of Default caused by the failure of the property in excess Borrower to perform its obligations under Section 7.21 (k), the Trustee shall not declare all installments of principal repayable pursuant to the Note for the remainder of the sum required term thereof to (i) pay off any outstanding principal component of Lease Paymentsbe immediately due and payable, (ii) pay any other amounts then due under unless the Property ScheduleIssuer so directs the Trustee in writing. If such written direction is received by the Trustee, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), Trustee shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds the Issuer, the Borrower, the Remarketing Agent and the Credit Facility Issuer declare all installments of principal repayable pursuant to the Note for the remainder of the Property Scheduleterm thereof, Lessor may instruct such escrow agent to release together with all such proceeds and any earnings thereon to Lessorother moneys payable thereunder, such sums to be credited to payment immediately due and payable without presentment, demand, protest, or any other notice whatsoever, all of ▇▇▇▇▇▇'s obligations under which are hereby expressly waived by the Property Schedule;Borrower. (db) Lessor The Issuer may take any action, whatever other action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to enforce collect the amounts payable pursuant to the Note then due and thereafter to become due, or to protect enforce the performance and observance of any obligation, agreement or covenant of the Borrower under this Loan Agreement or under any of its rights under the Property Schedule other Bond Documents. In the enforcement of the remedies provided in this Section 9.2, the Issuer may treat all reasonable expenses of enforcement, including, without limitation, legal, accounting and this Agreement. Notwithstanding advertising fees and expenses, as additional amounts payable by the foregoing, if Borrower then due and owing and the proceeds are insufficient Borrower agrees to pay items (i) such additional amounts upon demand, the amount of such legal fees to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds be without regard to items (i) and (ii), to pay in whole the amounts for item (iii)any statutory presumption.

Remedies on Default. Whenever any Event of Default exists with respect to a Property Scheduleexists, Lessor shall have the right, at its sole option without any further demand or noticeupon thirty (30) days’ notice to Lessee, to take one or any combination of the following remedial steps: (a) Without a. With or without terminating the Property ScheduleLease Term under such Lease, and by written Lessor may enter the premises, upon thirty (30) days’ notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule Equipment listed in such Lease is located and retake possession of the Property, such Equipment or require Lessee, Lessee at Lessee's expense, ’s expense to promptly return any or all of the Property such Equipment to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose sell or lease such Equipment or, for the account of Lessee, sublease such Equipment, continuing to hold Lessee liable, but solely from legally available funds, for the difference between (i) the Rental Payments payable by Lessee pursuant to such Lease and other amounts related to such Lease or the Equipment listed therein that are payable by Lessee to the end of the Property then current Original Term or Renewal Term, as the case may be, and (ii) the net proceeds of any such sale, leasing or subleasing (after deducting all expenses of Lessor in accordance with Article 9 exercising its remedies under such Lease, including without limitation all expenses of the Uniform Commercial Code in effect in the State; providedtaking possession, storing, reconditioning and selling or leasing such Equipment and all brokerage, and auctioneer’s fees, subject, however, that to the provisions of Section 3.04. The exercise of any proceeds from the disposition such remedies respecting any such Event of the property in excess Default shall not relieve Lessee of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due liabilities under any other Lease or the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property;Equipment listed therein; and. (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇. ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor ▇ or Lessee may take any action, whatever action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to enforce or to protect any of its rights under such Lease or as a secured party in any or all of the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient Equipment subject to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)such Lease.

Remedies on Default. Whenever any Event of Default exists with respect referred to a Property Schedule, Lessor in Section 10.01 hereof shall have happened and continue to exist, then the right, at its sole option without City may take any further demand or notice, to take one or any combination more of the following remedial stepssteps as against the Lessee: (a) Without terminating the Property ScheduleThe City may, and by written notice upon a payment default shall, re-enter and take possession of the Special Facilities and the Ground Lease Properties without terminating this Agreement and use its best efforts to (i) complete construction and equipping of the Special Facilities (and apply proceeds of the Bonds for such purpose) and (ii) either (x) operate the Special Facilities and impose rates and charges on airline tenants in Terminals B and/or C and/or the IAB, as appropriate, for their availability, operation and maintenance in accordance with the Use and Lease Agreement or IAB License Agreement, as applicable or (y) sublease the Special Facilities and Ground Lease Properties on a net rent lease basis, provided further that in either event the City shall use its best efforts to impose and collect rates and charges or rental rates sufficient to provide for operating and maintenance expenses and Ground Rentals to the same extent as Lessee is obligated to do so (it being understood that for the IAB "Ground Rentals" shall be the rental amount then charged for the IAB Leased Premises without consideration of any Special Facilities located therein) and to provide additional amounts equal to the Net Rent set forth in Section 6.01, all for the account of the Lessee, Lessor may declare all Lease Payments holding the Lessee liable for the difference between the rents and other amounts payable by the Lessee thereunder hereunder and the charges received from airline tenants and/or the rents and other amounts received from any sublessee with respect to the end Special Facilities. All gross proceeds derived by the City from any charges and/or rents (net of operating and maintenance expenses and any Ground Rent payable or remaining unpaid hereunder, and up to the amount of all Net Rent payable hereunder) shall be remitted to the Trustee for deposit in the Interest and Redemption Fund to support repayment of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less;Bonds. (b) Lessor The City may terminate this Agreement, exclude the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake Lessee from possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of Special Facilities and the Property to the possession of Lessor at such place within the United States as Lessor shall specify, Ground Lease Properties and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required use its best efforts to (i) pay off any outstanding principal component complete construction and equipping of Lease Payments, the Special Facilities (and apply proceeds of the Bonds for such purpose) and (ii) either (x) operate the Special Facilities and impose rates and charges on airline tenants in Terminals B and/or C and/or the IAB for their availability, operation and maintenance in accordance with the Use and Lease Agreement and IAB License Agreement; or (y) lease the same on a net rent lease basis, provided further that in either event the City shall use its best efforts to impose and collect rates and charges or rental rates sufficient to provide for operating and maintenance expenses and Ground Rentals to the same extent as Lessee is obligated to do so and to pay any the Net Rent set forth in Section 6.01, all for the account of the Lessee, holding the Lessee liable for all rents and other amounts then due under this Agreement and not received by the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee City from charges or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except rents with respect to the Special Facilities. All gross proceeds derived by the City from any charges and/or rents (net of operating and maintenance expenses and any allocable Ground Rentals payable or remaining unpaid costs hereunder, and expenses incurred by Lessor up to the amount of all Net Rent payable hereunder) shall be remitted to the Trustee for deposit in connection with the disposition Interest and Redemption Fund to support repayment of the Property;Bonds. (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor The City may take any action, whatever other action at law or in equity, that is permitted by applicable law and that equity as may appear necessary or desirable to enforce collect the rent then due and thereafter to become due, or to protect enforce performance and observance of any obligation, agreement or covenant of its rights the Lessee under the Property Schedule and this Agreement. Notwithstanding The City shall use its best efforts to cause the foregoingSpecial Facilities to be either operated or leased on a net rent lease basis for the account of Lessee as provided in clauses (a) and (b) above after an Event of Default by Lessee, if whether or not City retakes possession of the proceeds are insufficient Special Facilities or terminates this Agreement. (d) In connection with any reletting of the Special Facilities and Ground Lease Properties associated with Terminal B or C or the IAB, the City agrees to use its best efforts to relet such Special Facilities to the same tenant(s) who use and occupy Terminal B or C or the IAB. It is recognized that such tenant(s) will also be required to pay items the City Ground Rentals and certain other rentals in connection with the use and occupancy of such Terminals. In connection with a reletting of such Terminals, the City agrees not to charge such tenant(s) ground rentals in excess of those charged (ior that would be charged) to Lessee for the areas in such Terminals. (iiie) in Section 13.02(b) in wholeIn connection with any reletting by the City during the original term of this Agreement, Lessee shall remain obligated after application be subrogated to the right of proceeds the Trustee to items (i) and (ii), receive payments hereunder to pay in whole support repayment of the amounts for item (iii)Bonds to the extent that Lessee has made payments on the Bonds under the Guaranty.

Remedies on Default. Whenever any Landlord shall have the following remedies if an Event of Default exists with respect occurs. These remedies are not exclusive; they are cumulative in addition to a Property Scheduleany remedies set forth in this Lease, Lessor and in addition to any remedies now or later allowed by law. These remedies are subject to the provisions of the Bankruptcy Code of the United States and any other law in effect at the time of default to the extent required by such law. A. Landlord can continue this Lease in full force and effect. In such case, the Lease will continue in effect so long as Landlord does not terminate Tenant’s right to possession, and Landlord shall have the rightright to collect rent when due. During the period Tenant is in default, at its sole option without Landlord can take possession of the Property and Improvements and let them, or any further demand or noticepart of them, to take one third parties for Tenant’s account. Tenant shall be liable immediately to Landlord for all reasonable costs Landlord incurs in reletting the Property including, without limitation, broker’s commissions, expenses of remodeling the Property required by the reletting, and like costs. Reletting can be for a period shorter or longer than the remaining Term of this Lease. Tenant shall pay to Landlord the rent due under this Lease on the date the rent is due, less the rent Landlord receives from any combination reletting. No act by Landlord allowed by this Paragraph shall terminate this Lease unless Landlord notifies Tenant that Landlord elects to terminate this Lease. B. Landlord can terminate ▇▇▇▇▇▇’s right to possession of the following remedial stepsProperty at any time. No act by Landlord other than giving notice to Tenant shall terminate this Lease. Acts of maintenance, efforts to relet the Property or the appointment of a receiver on ▇▇▇▇▇▇▇▇’s initiative to protect ▇▇▇▇▇▇▇▇’s interest under this Lease shall not constitute a termination of Tenant’s right to possession. On termination, Landlord has the right to recover from Tenant: (a1) Without terminating The worth, at the Property Scheduletime of the award, of the unpaid rent that had been earned at the time of termination of this Lease; (2) The worth, at the time of the award, of the amount by which the unpaid rent that would have been earned after the date of termination of this Lease until the time of the award exceeds the amount of the loss of rent that ▇▇▇▇▇▇ proves could have been reasonably avoided; (3) The worth, at the time of the award, of the amount by which the unpaid rent for the balance of the term after the time of the award exceeds the amount of the loss of rent that ▇▇▇▇▇▇ proves could have been reasonably avoided; (4) Any other amount, and court costs, necessary to compensate Landlord for all detriment proximately caused by written notice to Lessee▇▇▇▇▇▇’s default. “The worth, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to at the end time of the then-current budget year award,” as used in Subdivisions (1), (2) and (3) of Lessee this subparagraph B is to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear computed by allowing interest at the rate lesser of 12% eighteen percent (18%) per annum or the maximum rate permitted allowed by applicable lawusury law at that time. For purposes of this clause, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return rent due for any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), calendar month after reentry by Landlord shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums deemed to be credited the highest average monthly Rent, including any additional rent and other charges, which shall have been payable for any consecutive twelve-month period prior to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)such reentry.

Remedies on Default. Whenever any Upon the happening of an Event of Default exists with respect to a Property Schedule, Lessor shall have the rightLandlord may, at its sole option option, and in addition to and without prejudice to all rights and remedies of the Landlord available to it either by any further demand other provision of this Lease or noticeby statute or the general law, to take exercise any one or any combination more of the following remedial stepsremedies: (a) Without terminating the Property Schedule, and by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder be entitled to the end full amount of the then-current budget year month’s and the next ensuing 3 months’ instalments of Lessee to be dueRent which shall immediately become due and payable and the Landlord may immediately disfrain for the same, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is lesstogether with any arrears then unpaid; (b) Lessor may terminate without notice or any form of legal process, forthwith re-let or sublet the Property ScheduleLeased Premises or any part or parts thereof for whatever term or terms and at whatever rent and upon whatever other terms, may enter covenants and conditions the premises where Landlord considers advisable including, without limitation, the Property subject payment or granting of inducements all on behalf of the Tenant; and on each such re-letting or subletting the rent received by the Landlord therefrom will be applied first to reimburse the Landlord for any such inducements and for any expenses, capital or otherwise, incurred by the Landlord in making the Leased Premises ready for re-letting or subletting; and secondly to the Property Schedule is located and retake possession payment of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with of re-letting or subletting including brokerage fees and legal fees on a solicitor and client basis; and third to the disposition payment of Rent; and the residue, if any, will be held by the Landlord and applied to payment of Rent as it becomes due and payable. If rent received from re-letting or subletting during any month is less than Rent to be paid during that month hereunder, the Tenant will pay the deficiency which will be calculated and paid monthly on or before the first day of every month; and no re-letting or subletting of the Property (including attorneys’ fees), shall be paid to Lessee Leased Premises by the Landlord or such entry by the Landlord or its agents upon the Leased Premises for the purpose of re-letting or subletting or other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition act of the PropertyLandlord relating thereto including, without limitation, changing or permitting a subtenant to change tacks, will be construed as an election on its part to terminate this Lease unless a written notice of termination is given to the Tenant; and if the Landlord elects to re-let or sublet the Leased Premises without terminating, it may afterwards elect to terminate this Lease at any time by reason of any Event of Default then existing; (c) By written notice to any escrow agent who is holding proceeds seize and sell such goods, chattels and equipment of the Property ScheduleTenant as are in the Leased Premises and the Landlord may, Lessor but shall not be obligated to, apply the proceeds thereof to all Rent to which the Landlord is then entitled under this Lease. Any such sale may instruct such escrow agent to release be effected by public, auction, private sale or otherwise, and either in bulk or by individual item, or partly by one means and partly by another, all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under as the Property ScheduleLandlord in its sole discretion may decide; (d) Lessor may take terminate this Lease by leaving upon the Leased Premises notice in writing of the termination, and such termination shall be without prejudice to the Landlord’s right to damages; it being agreed that the Tenant shall pay to the Landlord on demand as damages the loss of income of the Landlord to be derived from this Lease and the Leased Premises for the unexpired portion of the Term had it not been terminated; or (e) re-enter into and upon the Leased Premises or any actionpart thereof in the name of the whole and repossess and enjoy the same as of the Landlord’s former estate, at law anything herein contained to the contrary notwithstanding; and the Tenant shall pay to the Landlord forthwith upon demand all expenses of the Landlord in reentering, terminating, re-letting, collecting sums due or in equity, that is permitted payable by applicable law and that may appear necessary the Tenant or desirable to enforce realizing upon assets seized or to protect any of otherwise exercising its rights and remedies under this Section 11.04 including tenant inducements, leasing commissions, legal fees on a solicitor and client basis and all disbursements and the Property Schedule expense of keeping the Leased Premises in good order, repairing the same and preparing the same for re-letting. In addition, and without limiting the generality of the foregoing provisions of this Agreement. Notwithstanding Section 11.04, upon the foregoinghappening of an Event of Default, if the proceeds are insufficient to pay items and whether or not this Lease is terminated in accordance with such provisions: (i) the Landlord shall have no further liability to (iii) pay to the Tenant or any third party any amount on account or in Section 13.02(b) respect of a refund of any Security Deposit, prepaid Rent or prepaid Taxes or any tenant inducement, leasehold improvement allowance, lease takeover or lease subsidy or any other concession or inducement otherwise provided to the Tenant under or with respect to this Lease, and any Rent free period otherwise provided to the Tenant hereunder shall be null and void and of no further force or effect and Rent shall be payable in whole, Lessee shall remain obligated after application of proceeds full hereunder without regard to items (i) any such Rent free period; and (ii)) any cash allowance, inducement payment, and the value of any other benefit paid to pay or conferred on the Tenant by or on behalf of the Landlord in whole connection with the amounts for item (iii)Leased Premises or this Lease shall be recoverable in full as additional Rent and shall be payable to the Landlord on demand.

Remedies on Default. Whenever any Upon the occurrence of an Event of Default exists with respect to a Property Scheduleby Tenant under this Lease, Lessor then without any notice or demand whatsoever being required, Landlord shall have the right, at its sole option without but not any further demand or noticeduty, to take one exercise, on a cumulative basis, any or any combination all of the following remedial stepsremedies: 18.1 Landlord may continue this Lease in fall force and effect, and proceed to collect all rent when due; 18.2 Landlord may continue this Lease in fun force and effect and may enter the Premises and relate all or any part of them to other parties for Tenant's account. Tenant shall be liable to pay on. demand to Landlord all costs Landlord incurs in entering the Premises and reletting them, including without limitation, broker's commissions, expenses of repairs and remodeling, attorney's fees and all other actual costs. Reletting may be for a period shorter or longer than the remaining term of this Lease. During the term of any reletting, Tenant shall pay to Landlord the rent due under this Lease on the dates due, less any net rents Landlord receives from any reletting. 18.3 Landlord may, without any notice or demand whatsoever, terminate Tenant's rights under this Lease at any time, on termination, Landlord shall have the right to recover from Tenant all costs, expenses, losses and damages caused by said default and termination including but not limited to: 18.3.1 An amount equal to all unpaid rent that had accrued at the time of termination of this Lease; plus 18.3.2 An amount equal to (a) Without terminating the Property Schedulep resent value of all rent (assuming that the Minimum Guaranteed Rent and the amount of the percentage rent and the Common Area Maintenance costs payable hereunder for the future will be the same as for the most recent Lease Year) that would have accrued under this Lease had this Lease not been terminated, for the period of time between (i) the date of calculation of rent under subsection 18.3.2, and (ii) the date the Term would have ended if this Lease had not been prematurely terminated; less (b) the present value of rent at that time actually collected for comparable leases of comparable space in the trade area in which the Shopping Center is located; plus 18.3.3 An amount equal to (a) alt actual costs and expenses, including but not limited to attorney's fees, that have at that time been incurred by written notice Landlord, plus (b) the present value of all actual costs and expenses, including but not limited to Lesseeattorney's fees at both the trial and appellate levels that with reasonable certainty are likely to have to be incurred thereafter by Landlord that are reasonably necessary to compensate Landlord for all economic losses proximately caused by Tenant's default. In computing the present value of amounts for purposes of this subsection 18.3, Lessor a capitalization rate of eight percent (8%) per annum shall be used. 18.4 Without any showing of need or the presence of any statutory or common law grounds, all of which are hereby expressly waived, Landlord may declare all Lease Payments and other amounts payable by Lessee thereunder have a receiver appointed to the end take possession of the then-current budget year Premises and relet in accordance with subsection 18.2. 18.5 Landlord may cure any default as Tenant's cost. If Landlord, at any time, by reason of Lessee Tenant's default, pays any sum to cure any default, the sum so paid by Landlord shall be due, including without limitation delinquent Lease Payments under the Property Schedule immediately due from prior budget yearsTenant to Landlord on demand, and such amounts shall thereafter bear interest at the rate of 12% eighteen percent (18%) per annum from the date paid by Landlord until Landlord shall have been reimbursed by Tenant. Said sum, together with interest thereon, shall be additional rent. 18.6 Landlord may apply all or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession part of the Property, or require Lessee, at Lessee's expense, Security Deposit to promptly return pay any sums owed by Tenant to Landlord. 18.7 Landlord may exercise any or all other rights or remedies available at law or equity, including, without limitation, the right to restraining orders, injunctions and decrees of specific performance. Pursuit of any of the Property to the possession foregoing remedies shall not preclude pursuit of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose any of the Property in accordance with Article 9 other remedies herein provided or any other remedies provided by law or at equity, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any rent due to Landlord hereunder or of any damages accruing to Landlord by reason of the Uniform Commercial Code violation of any of the covenants and provisions herein contained. Forbearance by Landlord to enforce one or more of the remedies herein provided upon an Event of Default by Tenant shall not be deemed or construed to constitute a waiver of such Event of Default. The failure of Landlord to insist upon strict performance of any of the terms, conditions and covenants contained in effect this Lease shall not be deemed to be a waiver of any rights or remedies that Landlord may have and shall not be deemed a waiver of any subsequent breach or default in the State; providedterms, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, conditions and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee covenants herein contained except as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred expressly waived in writing. Tenant hereby waives trial by Lessor jury in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, at law proceeding or counterclaim brought by Landlord against the Tenant on any matter whatsoever arising out of or in equityany way connected with this Lease, that is permitted by applicable law the relationship of Landlord and that may appear necessary Tenant created hereby, the Tenant's use or desirable occupancy of the Premises and/or any claim for injury or damage. In the event Landlord commences any action or proceeding for nonpayment of any rent or other charges due hereunder, Tenant agrees not to enforce interpose any noncompulsory counterclaim of any nature or to protect description in any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)such action or proceeding.

Remedies on Default. Whenever Notwithstanding any provision of any document or instrument evidencing or relating to the Liabilities, (i) upon the occurrence of any Event of Default exists with respect to a Property Schedule, Lessor shall have the right, at its sole option without any further demand specified in Sections 5(a) or notice, to take one or any combination of the following remedial steps: (a) Without terminating the Property Schedule, and by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property Scheduleabove, may enter the premises where the Property subject Secured Party may, to the Property Schedule is located and retake possession of extent authorized by the PropertyNoteholders to do so under the Collateral Sharing Agreement, or require Lessee, at Lessee's expense, to promptly return any or declare all of the Property to the possession Liabilities immediately due and payable without notice or demand of Lessor at such place within the United States as Lessor shall specifyany kind, and Lessor may thereafter dispose (ii) upon the occurrence of an Event of Default specified in Sections 5(c) or (d) above, all of the Property in accordance with Article 9 Liabilities shall be immediately and automatically due and payable without action of any kind on the part of Secured Party. Debtor expressly waives protest, notice, presentment, dishonor and demand of any kind. In its capacity as Collateral Agent for the holders of the Notes under the Collateral Sharing Agreement, Secured Party may exercise from time to time any rights and remedies available under the Uniform Commercial Code of Illinois, including the right to have Debtor assemble the Collateral and deliver it to a place designated by Secured Party. Debtor shall pay all related expenses, including reasonable attorneys' fees. If any notification of intended disposition of any of the Collateral is required by law, such notification, if mailed, shall be deemed reasonably and properly given if mailed at least ten (10) days before the disposition, postage prepaid, addressed to Debtor at the address set forth under its signature hereto. Secured Party shall, in effect addition to and not in limitation of all rights of offset under applicable law, have the Stateright to appropriate and apply all of the Collateral in its possession to payment of the Liabilities subject to the rights of any other secured party permitted hereunder. Secured Party may proceed to sell or otherwise dispose of the Collateral at public or private sale for cash or credit; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), Debtor shall be paid to Lessee or credited with proceeds of such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred sale only when the proceeds are actually received by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding Secured Party. Any proceeds of the Property ScheduleCollateral may be applied by Secured Party to the payment of expenses and costs to exercise of Secured Party's rights hereunder, Lessor may instruct such escrow agent to release all and any balance of such proceeds and any earnings thereon shall be applied toward the Liabilities pro rata for the benefit of all holders of the Notes. Any balance remaining shall be returned to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)Debtor.

Remedies on Default. Whenever In the event of any Event of Default exists with respect to a Property Schedulesuch default or breach by Tenant, Lessor shall have the rightLandlord may at any time thereafter, at in its sole option discretion, with or without any further notice or demand and without limiting Landlord in the exercise of a right or notice, to take one remedy which Landlord may have by reason of such default or any combination of the following remedial stepsbreach: (a) Without terminating Terminate Tenant's right to possession, in which case this Lease shall continue in effect whether or not Tenant shall have abandoned the Property SchedulePremises. In such event Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant's default including, but not limited to the cost of recovering possession of the Premises; expenses of re-letting, including necessary renovation and alteration of the Premises; reasonable attorney's fees; the worth at the time of award by written notice to Lesseethe court having jurisdiction thereof of the amount by which the unpaid Rent, Lessor may declare all Lease Payments Additional Rent and other amounts payable charges called for herein for the balance of the term after the time of such award exceeds the amount of such loss for the same period that Tenant proves could be reasonably avoided; and that portion of any leasing commission paid by Lessee thereunder Landlord and applicable to the end unexpired term of the then-current budget year this Lease. Unpaid installments of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts Rent or other sums shall thereafter bear interest from the date due at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is lesslegal rate; (b) Lessor may terminate Maintain Tenant's right to possession, in which case this Lease shall continue in effect whether or not Tenant shall have abandoned the Property Schedule, may enter the premises where the Property subject Premises. In such event Landlord shall be entitled to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or enforce all of Landlord's rights and remedies under this Lease including the Property right to recover the possession of Lessor at such place within the United States as Lessor shall specifyBase Rent, Additional Rent and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee charges as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Propertybecome due hereunder; (c) By written notice to any escrow agent who is holding proceeds Accelerate the Rent for the entire balance of the Property ScheduleTerm or any part thereof, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon costs and sheriff’s, marshal’s, constable’s or other official’s commissions, whether chargeable to LessorLandlord or Tenant, as if by the terms of this Lease said balance of the Rent and such other charges and expenses were payable in advance on the date of such acceleration. For purposes of accelerating the Rent for the balance of the Term, Landlord shall be entitled to calculate the Rent for the then remaining Term by assuming a five percent (5%) increase in CAM Expenses, Taxes and Landlord’s Insurance Expenses for each Accounting Period or portion thereof remaining in the Term. Nothing herein shall relieve Tenant of liability for actual Rent in excess of such calculations for any period by Landlord pursuant to this Section. If such calculations exceed the amount of actual Rent for such period, Landlord shall either refund such excess to Tenant or apply such excess to other sums which may become due to be credited to payment of ▇▇▇▇▇▇'s obligations Landlord under the Property Schedulethis Lease; (d) Lessor may take Pursue any action, at law other remedy now or in equity, that is permitted by applicable law and that may appear necessary or desirable hereafter available to enforce or to protect any of its rights Landlord under the Property Schedule laws or judicial decisions of the State of Florida. (e) Upon any Event of Default, Tenant shall pay to Landlord all costs incurred by Landlord (including court costs and reasonable attorney’s fees and expenses at all tribunal levels) in (1) obtaining possession of the Premises, (2) removing, storing and/or disposing of Tenant’s or any other occupant’s property, (3) repairing and restoring the Premises, (4) if Tenant is dispossessed of the Premises and this Agreement. Notwithstanding Lease is not terminated, reletting all or any part of the foregoingPremises (including brokerage commissions, if cost of tenant finish work, and other costs incidental to such reletting, including, without limitation, commercially reasonable costs, consistent with the proceeds are insufficient class of the Building and consistent with comparable buildings in the location generally near the Building of altering, remodeling, or otherwise putting the Premises into condition acceptable to pay items a new tenant based on the condition of the Premises as surrendered by Tenant to Landlord, and taking into account then existing leasehold improvements (i) to (iiiand the condition thereof) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (iithe Premises), to pay in whole the amounts for item (iii).;

Remedies on Default. Whenever any Event of such User Agreement Default exists with respect to a Property Schedule, Lessor shall have happened and be continuing, the rightIssuer or the Trustee may, at its sole option without with the consent of the Credit Obligor, take any further demand or notice, to take one or any combination of the following remedial steps: (a1) Without Declare all installments of User Bond Payments for the remainder of the Lease Term to be immediately due and payable, whereupon the same shall become immediately due and payable; (2) Reenter the Project, without terminating the Property Schedulethis Lease Agreement, and by and, upon ten days' prior written notice to Lesseethe User and Credit Obligor, Lessor may declare relet the Project or any part thereof for the account of the User, for such term (including a term extending beyond the Lease Term) and at such rentals and upon such other terms and conditions, including the right to make alterations to the Project or any part thereof, as the Issuer may, with the approval of the Trustee and Credit Obligor, deem advisable, and such reentry and reletting of the Project shall not be construed as an election to terminate this Lease Agreement nor relieve the User of its obligations to pay Basic Rent and Additional Rent or to perform any of its other obligations under this Lease Agreement, all of which shall survive such reentry and reletting, and the User shall continue to pay Basic Rent and all Additional Rent provided for in this Lease Payments and other amounts payable by Lessee thereunder to Agreement until the end of the then-current budget year Lease Term, less the net proceeds, if any, of Lessee to be dueany reletting of the Project after deducting all of the Issuer's and Trustee's expenses in connection with such reletting, including including, without limitation delinquent Lease Payments under the Property Schedule from prior budget yearslimitation, all repossession costs, brokers' commissions, attorneys' fees, alteration costs and such amounts shall thereafter bear interest at the rate expenses of 12% per annum or the maximum rate permitted by applicable law, whichever is lesspreparation for reletting; (b3) Lessor may terminate Terminate this Lease Agreement, exclude the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake User from possession of the PropertyProject and, if the Issuer or require LesseeTrustee elects so to do, at Lessee's expense, to promptly return any or all lease the same for the account of the Property Issuer, holding the User liable for all rent due up to the possession of Lessor at date such place within lease is made for the United States as Lessor shall specify, and Lessor may thereafter dispose account of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the StateIssuer; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property;or (c4) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, at law or in equity, that is permitted by applicable law and that Take whatever legal proceedings may appear necessary or desirable to enforce collect the Rental Payments then due, whether by declaration or otherwise, or to protect enforce any obligation or covenant or agreement of its rights the User under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)Lease Agreement or by law.

Remedies on Default. Whenever any Event event of Default exists with respect default referred to a Property Schedulein Section 14.1 hereof shall have happened and be subsisting, Lessor may immediately or at any time thereafter and without demand or notice enter upon the leased premises or any part thereof in the name of the whole and repossess the same as of Lessor’s former estate and expel Lessee and those claiming through or under Lessee and remove their effects forcibly if necessary, without being deemed guilty of any manner of trespass and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and upon such entry this Lease shall terminate, and Lessor may, at its option, declare all installments of rent payable for the remainder of the Term hereof to be immediately due and payable, whereupon the same shall become immediately due and payable. Lessee covenants that, in case of such termination under the provisions of statute by reason of the default of Lessee, Lessee shall remain and continue liable to Lessor in an amount equal to the total rent reserved for the balance of the Term hereof plus all additional rent reserved for the balance of the Term hereof less the net amounts (after deducting the reasonable expenses of reletting, repair, renovation or demolition) which Lessor realizes from the reletting of the Premises. As used in this Section, the term “additional rent” means the value of all considerations other than rent agreed to be paid or performed by Lessee hereunder, including, without limiting the generality of the foregoing, taxes, assessments, and insurance premiums. Lessor shall have the right, at its sole option without any further demand or notice, obligation to take one or any combination reasonable steps to mitigate the damages caused by Lessee’s default hereunder, including reletting the leased premises, and shall have the right from time to time to relet the leased premises upon such terms as it may reasonably deem fit, provided such terms are reasonably in accordance with the general market for the Premises in the area. If a sufficient sum shall not be thus realized to yield the net rent required under this Lease, Lessee agrees to satisfy and pay all deficiencies as they may become due during each month of the following remedial steps: (a) Without terminating remaining Term of this Lease. Nothing herein contained-shall be deemed to require Lessor to await the Property Scheduledate whereon this Lease, and or the Term hereof, would have expired had there been no default by written notice to Lessee, Lessor may declare or no such termination or cancellation. Lessee expressly waives service of any notice of intention to reenter and waives and all Lease Payments and other amounts payable by Lessee thereunder right to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum recover or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake regain possession of the Propertyleased premises, or require Lessee, at Lessee's expense, to promptly return any reinstate or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of redeem this Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, permitted or provided for by or under any statute or law now or hereafter in force and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)effect.

Remedies on Default. Whenever any Upon the occurrence and during the continuation of an Event of Default, the interest rate shall be the Default exists with respect to a Property Schedule, Lessor shall have Rate and the rightLender may, at its sole option and without any further demand or notice, to take one or any combination of the following remedial steps:notice:‌ (a) Without terminating the Property Schedule, and by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end principal components of the then-current budget year of Lessee to be dueunpaid Loan Repayments, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear together with accrued interest thereon at the rate of 12% per annum or set forth in Section 3.4(c) (Loan Repayments – Rate on Overdue Payments) from the maximum rate permitted by applicable lawimmediately preceding Loan Repayment Date on which payment was made, whichever is less;to be immediately due and payable, whereupon the same will immediately become due and payable; and (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, whatever action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to collect the Loan Repayments then due or thereafter to become due during the Term of this Loan Agreement, or enforce performance and observance of any obligation, agreement or covenant of the Authority under this Loan Agreement. The provisions of the preceding clause (a) are subject to protect the condition that if, at any time after the principal components of the unpaid Loan Repayments have been so declared due and payable under the preceding clause (a), and before any judgment or decree for the payment of the moneys due have been obtained or entered, the Authority deposits with the Lender a sum sufficient to pay all principal components of the Loan Repayments coming due prior to such declaration and all matured interest components (if any) of the Loan Repayments, with interest on such overdue principal and interest components calculated at the rate set forth in Section 3.4(c) (Loan Repayments – Rate on Overdue Payments), and a sum sufficient to pay all reasonable costs and expenses incurred by the Lender in the exercise of its rights under and remedies hereunder, and any and all other defaults known to the Property Schedule Lender (other than in the payment of the principal and this Agreementinterest components of the Loan Repayments due and payable solely by reason of such declaration) have been made good, then, and in every such case, the Lender shall, by written notice to the Authority, rescind and annul such declaration and its consequences. Notwithstanding the foregoingHowever, if the proceeds are insufficient no such rescission and annulment shall extend to pay items (i) to (iii) in Section 13.02(b) in wholeor shall affect any subsequent default, Lessee or shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)impair or exhaust any right or power consequent thereon.

Remedies on Default. Whenever Subject to Section 10.6 hereof, whenever any Event event of Default exists with respect default referred to a Property Schedule, Lessor in Section 10.1 hereof shall have happened and be continuing, the right, at its sole option without Lessor may take any further demand or notice, to take one or any combination more of the following remedial steps: (a) Without terminating the Property Schedule, and by By written notice to the Lessee, the Lessor may declare all installments of rent payable under Section 5.3 hereof for the remainder of the Lease Payments Term to be immediately due and payable, whereupon the same shall become immediately due and payable. (b) The Lessor or the Trustee on its own behalf or on behalf of the Lessor, may re-enter and take possession of the Project without terminating this Lease Agreement, and sublease the Project for the account of the Lessee, holding the Lessee liable for the difference in the rent and other amounts payable by such sublessee in such subleasing and the rents and other amounts payable by the Lessee thereunder to hereunder. (c) The Lessor or the end Trustee on its own behalf or on behalf of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property ScheduleLease Term, may enter exclude the premises where the Property subject to the Property Schedule is located and retake Lessee from possession of the Property, or require Project and use its best efforts to lease the Project to another party for the account of the Lessee, at Lessee's expense, to promptly return any or holding the Lessee liable for all of the Property rent and other payments due up to the possession effective date of Lessor at such place within leasing and for the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect difference in the State; provided, however, that any proceeds from amounts payable by such new lessee and the disposition of amounts payable by the property in excess of the sum required to (i) pay off any outstanding principal component of Lessee under this Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule;Agreement. (d) In the event any of the Bonds shall at the time be outstanding and unpaid, the Lessor may have access to, and inspect and examine and make copies of the Lessee's books and records and all of its accounts. (e) The Lessor may take any action, whatever action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to enforce collect the rent, then due and thereafter to become due, or to protect enforce performance and observance of any obligation, agreement or covenant of its rights the Lessee under the Property Schedule and this Lease Agreement. Notwithstanding The Lessee acknowledges and understands that any lease or sublease agreement entered into by the foregoingLessor or the Trustee pursuant to either of Subsections (b) or (c) of this Section 10.2 shall, if the proceeds are insufficient Lessor and the Trustee deem it advisable, grant an option to pay items (i) purchase the Project to (iii) the new lessee or the sublessee on the terms and conditions acceptable to the Lessor and the Trustee. Any amounts collected pursuant to action taken under this Section 10.2 shall be paid to the Trustee and applied in Section 13.02(b) accordance with the provisions of the Indenture. It is further understood and agreed that the Lessor will follow the instructions of the Bank or the Trustee in whole, Lessee shall remain obligated after application the election or pursuit of proceeds to items (i) and (ii), to pay any remedies herein vested in whole the amounts for item (iii)it.

Remedies on Default. Whenever Upon default of the Lessee for any Event monetary or non-monetary breach of Default exists with respect this Agreement, the Lessor shall give the Lessee written Notice stating its Demand for Payment or Demand for Compliance by posting this on the Unit door, or as otherwise provided by Colorado law. If the Lessee does not cure the default within the time frame specified in the Notice, the Lessor may commence legal actions necessary to regain possession of the Unit, and to take any reasonable action to collect any unpaid balance. A Demand for Compliance shall remain in effect for the duration of occupancy or by mutual agreement, even after the original default is cured. The Lessee is liable for all costs incurred in regaining possession of a Unit, including all consequential damages, legal fees and moving costs. In addition, delinquencies may be reported to a Property Schedulecredit-reporting agency, and the Lessee grants permission for the Lessor to obtain updated information from such an agency at any time. If the Lessor regains possession of the Unit pursuant to the provisions of this Agreement and State law (including breach of this Agreement, abandonment, and eviction), or if the Lessee does not take occupancy of the Unit within thirty (30) days of the signing of this Agreement, the Lessor shall mitigate its damages by making reasonable attempts to re-rent the Unit, but otherwise, the defaulting Lessee shall remain liable for the balance of all recurring charges that would have become due under this Agreement (including unaccrued rent) for the rightremainder of the Lease Term. A Lessee who is in default may mitigate its own losses by locating a replacement Tenant, but any replacement Tenant must be acceptable to the Lessor at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) Without terminating the Property Schedulediscretion, and by written notice to Lessee, Lessor may declare all must sign a new Lease Payments and other amounts payable by Agreement. A defaulting Lessee thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid liable for any costs and expenses incurred by the Lessor relating to or arising from the default. In the event of eviction, the Lessor shall not be responsible for the Lessee’s property past the time of eviction. The Lessor may not, except in connection with cases of abandonment or hold-over, impound the disposition belongings of the Property; Lessee(s) or prohibit the Lessee(s) from entering the Unit until after the eviction process has been completed. If the Lessor regains possession of the Unit by way of abandonment or hold-over, the Lessor may change the lock(s) on the Unit door(s) and shall not be responsible for any items or property that may have been left in the Unit without permission. The Lessor has no responsibility to keep such items for more-than-thirty (c30) By written notice days. If the Lessee violates or breaches this Agreement, the Lessor shall be entitled to recover all reasonable costs of collection or compliance, including, but not limited to, attorneys’ fees and court costs (whether or not a suit is filed). In the event of any dispute under this Agreement, the prevailing party shall be entitled to request recovery of damages, reasonable attorneys’ fees, and costs. Venue shall be in Arapahoe County Court. The covenants and obligations of the Lessee and of the Lessor are independent of each other. Neither Party shall be relieved of performance hereunder due to any escrow agent who is holding proceeds alleged breach or default by the other, unless expressly authorized by this Agreement or State law. In addition to the remedies stated herein, each Party may avail itself of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, rights or remedies available at law or in equityequity with respect to any alleged default on the part of the other, that is permitted but the Lessee may not withhold rent payments. The Lessor shall be afforded a reasonable opportunity to correct any default alleged by applicable law and that may appear necessary or desirable to enforce or to protect any the Lessee. Any alleged default must be reported within thirty (30) days of its rights under the Property Schedule and this Agreementoccurrence. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii).

Remedies on Default. Whenever Upon the occurrence of any Event of Default exists with respect to a Property ScheduleDefault, Lessor shall have the right, at its sole option without Bank may exercise any further demand or notice, to take one or any combination more of the following remedial stepsremedies as the Bank, in it sole discretion, shall elect: (a) Without terminating Declare the Property Scheduleunpaid portion of the then outstanding principal component of the Installment Payments immediately due and payable, and by written without notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder or demand to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is lessCounty; (b) Lessor may terminate Proceed by appropriate court action to enforce the Property Schedule, may enter performance by the premises where the Property subject to the Property Schedule is located and retake possession County of the Property, applicable covenants of this Contract or require Lessee, at Lessee's expense, to promptly return recover for any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Propertybreach thereof; (c) By written notice Exercise or direct the Deed of Trust Trustee to exercise all the rights and remedies of a secured party or creditor under the Uniform Commercial Code of the State and the general laws of the State with respect to the enforcement of the security interest granted or reserved hereunder and under the Deed of Trust including, without limitation, to the extent permitted by law, re-enter and take possession of the Mortgaged Property without any escrow agent who is holding court order or other process of law and without liability for entering the premises and to sell, lease, sublease or make other disposition of the same in a commercially reasonable manner for the account of the County, and apply the proceeds of any such sale, lease, sublease or other disposition, after deducting all costs and expenses, including court costs and attorneys’ fees, incurred with the Property Schedulerecovery, Lessor may instruct such escrow agent repair, storage and other sale, lease, sublease or other disposition, toward the balance due under this Contract and, thereafter, to release all such pay any remaining proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule;County; or (d) Lessor may take any action, at law Enforce its security interest or in equity, that is permitted by applicable law and that may appear necessary or desirable direct the Deed of Trust Trustee to enforce or to protect any of its rights institute foreclosure proceedings under the Property Schedule Deed of Trust and this Agreementsell the Mortgaged Property. Notwithstanding the foregoingNOTWITHSTANDING ANY OTHER PROVISIONS HEREIN, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in wholeIT IS THE INTENT OF THE PARTIES HERETO TO COMPLY WITH SECTION 160A-20 OF THE GENERAL STATUTES OF NORTH CAROLINA, Lessee shall remain obligated after application of proceeds to items (i) and (ii)AS AMENDED. NO DEFICIENCY JUDGMENT MAY BE ENTERED AGAINST THE COUNTY IN FAVOR OF THE BANK IN VIOLATION OF SECTION 160A-20 OF THE GENERAL STATUTES OF NORTH CAROLINA, to pay in whole the amounts for item (iii)AS AMENDED, INCLUDING, WITHOUT LIMITATION, ANY DEFICIENCY JUDGMENT FOR AMOUNTS THAT MAY BE OWED HEREUNDER WHEN THE SALE OF ALL OR ANY PORTION OF THE MORTGAGED PROPERTY IS INSUFFICIENT TO PRODUCE ENOUGH MONEY TO PAY IN FULL ALL REMAINING OBLIGATIONS UNDER THIS CONTRACT.

Remedies on Default. Whenever any an Event of Default exists with respect shall have occurred and be continuing, Hibernia shall be entitled to exercise all of the rights and remedies available to a Property Schedulesecured party under the Commercial Laws -- Secured Transactions as set forth in La. R.S. 10-9:901 et seq., Lessor shall have all rights and remedies under any Obligation, all rights and remedies available to it under the Related Agreement and all rights and remedies available to it under this Agreement, including, without limitation, the right, at its sole option from time to time, without any further demand or noticenotice of any kind, to take one or any combination of the following remedial stepsto: (a) Without terminating notify the Property Schedule, and by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end Cottonport Bank of the then-current budget year Event of Lessee Default and direct the Cottonport Bank to be due, including without limitation delinquent Lease Payments under freeze the Property Schedule from prior budget years, balances of the Casino Bank Accounts and such amounts shall thereafter bear interest at not permit any further withdrawals or transfers therefrom unless and until the rate Event of 12% per annum or the maximum rate permitted by applicable law, whichever Default is lesscorrected; (b) Lessor take any reasonable action that Hibernia may terminate deem necessary or desirable in order to realize on the Property ScheduleCollateral, may enter including, the premises where authority to endorse in the Property subject name of the Tribe without recourse to the Property Schedule is located and retake possession Tribe any checks, drafts, notes or other instruments or documents received in payment of or on account of the PropertyGross Receipts; and (c) exercise any and all other rights, or require Lessee, at Lessee's expense, to promptly return remedies and privileges it may have under this Agreement and under any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any Obligation. Any proceeds received by Hibernia from the disposition exercise of the property in excess of the sum required to any remedy shall be applied by Hibernia (i) pay off any outstanding principal component first to the payment by Hibernia of Lease Paymentsall expenses of the exercise of such remedies, including the reasonable attorneys' fees and legal expenses incurred in connection therewith by Hibernia, (ii) pay any other amounts then due under second, to the Property Schedulepayment of the Obligations in such order and in such manner as Hibernia may, in its discretion, determine, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees)third, any surplus after such application shall be paid delivered to Lessee the Enterprise, except as otherwise required by law or such other creditor as a court of Lessee as competent jurisdiction may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect direct. The Entities agree to unpaid costs and pay all reasonable expenses incurred by Lessor Hibernia in connection with the disposition exercise of any remedy hereunder, including the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, at law or reasonable attorneys' fees incurred in equity, that is permitted connection therewith by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)Hibernia.

Remedies on Default. Whenever Upon the happening of any Event of Default exists with respect Default, and subject in all instances to a Property Scheduleany Subordination Documentation, Lessor Lender shall have the right, at its sole option without in addition to any further demand other rights or noticeremedies available to Lender under the Deed of Trust or any of the other Loan Documents or under applicable Law, to take exercise any one or any combination more of the following remedial stepsrights and remedies: (a) Without terminating the Property Schedule, and by written notice Lender may terminate its obligation to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end advance any further principal of the then-current budget year of Lessee Loan pursuant to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted this Agreement by applicable law, whichever is less;Notice to Borrower. (b) Lessor Lender may terminate the Property Scheduleapply to any court of competent jurisdiction for, may enter the premises where the Property subject to the Property Schedule is located and retake possession of obtain appointment of, a receiver for the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property;. (c) By written Lender may set off the amounts due Lender under the Loan Documents against any and all accounts, credits, money, securities or other property of Borrower now or hereafter held by or in the possession of Lender to the credit or for the account of Borrower, without notice to any escrow agent who is holding proceeds or the consent of Borrower. (d) Lender may enter into possession of the Property Scheduleand perform any and all work and labor necessary to complete the Construction of the Improvements (whether or not in accordance with the Plans and Specifications) and to employ watchmen to protect the Property and the Improvements. All sums expended by Lender for such purposes shall be deemed to have been advanced to Borrower under the Notes and shall be secured by the Deed of Trust. For this purpose, Lessor may instruct such escrow agent to release all such proceeds Borrower hereby constitutes and any earnings thereon to Lessorappoints Lender its true and lawful attorney-in-fact with full power of substitution, such sums to be credited to payment of which power is DECLARATION OF M▇▇▇▇▇▇ ▇▇▇▇▇▇'s obligations under ▇▇▇▇, EXHIBIT B PAGE 144 Case 2:15-cv-01350-JLR Document 357-2 Filed 06/23/16 Page 124 of 208 coupled with an interest, to complete the Property Schedulework in the name of Borrower, and hereby empowers said attorney or attorneys, in the names of Borrower or Lender: (i) To use any funds of Borrower including any balance which may be held by Lender and any funds which may remain unadvanced hereunder for the purpose of completing the Construction of the Improvements, whether or not in the manner called for in the Plans and Specifications; (dii) Lessor To make such additions and changes and corrections to the Plans and Specifications as shall be necessary or desirable in the judgment of Lender to complete the Construction of the Improvements; (iii) To employ such contractors, subcontractors, agents, architects and inspectors as shall be necessary or desirable for said purpose; (iv) To pay, settle or compromise all existing bills and claims which are or may take any actionbe liens against the Property, or may be necessary or desirable for the completion of the work or the clearance of title to the Property; (v) To execute all applications and certificates which may be required in the name of Borrower; (vi) To file for record, at law Borrower’s cost and expense and in Borrower’s name, any notices of completion, notices of cessation of labor, or any other notices that Lender in equity, that is permitted by applicable law its sole and that absolute discretion may appear consider necessary or desirable to enforce or protect its security; and (vii) To do any and every act with respect to protect any the development of its rights under the Property Schedule and the construction of the Improvements which Borrower may do in its own behalf. It is understood and agreed that this Agreementpower of attorney shall be deemed to be a power coupled with an interest which cannot be revoked. Notwithstanding Said attorney-in-fact shall also have the foregoing, if power to prosecute and defend all actions or proceedings in connection with the proceeds are insufficient Construction of the Improvements and to pay items (i) take such actions and to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)require such performance as Lender may deem necessary.

Remedies on Default. Whenever any Upon the occurrence of an Event of Default exists with respect to a Property ScheduleDefault, Lessor shall have the rightLender may, at its sole option without any further demand or notice, pay any or all taxes, assessments, premiums, and liens required to take one be paid by Mortgagor, effect any insurance provided for herein, make such repairs, cause the abstracts of title or any combination title insurance policy and tax histories of the following remedial steps: (a) Without terminating the Property Scheduleto be certified to date, or procure new abstracts of title or title insurance and tax histories in case none were furnished to it, and by written notice to Lesseeprocure title reports covering the Property, Lessor may declare all Lease Payments and other including surveys. The amounts payable by Lessee thereunder paid for any such purposes will be added to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, Indebtedness and such amounts shall thereafter will bear interest at the rate of 12% per annum interest otherwise accruing on the Indebtedness until paid. In the event of foreclosure, the abstracts of title or title insurance shall become the maximum rate property of the Lender. All abstracts of title, title insurance, tax histories, surveys, and other documents pertaining to the Indebtedness will remain in Lender's possession until the Indebtedness is paid in full. IN THE EVENT OF THE SALE OF THIS PROPERTY UNDER THE PROCEDURE FOR FORECLOSURE OF A SECURITY INSTRUMENT BY ADVERTISEMENT, AS PROVIDED BY APPLICABLE LAW, OR IN THE EVENT THE LENDER EXERCISES ITS RIGHTS UNDER THE ASSIGNMENT OF LEASES AND RENTS, THE MORTGAGOR HEREBY WAIVES ANY RIGHT TO ANY NOTICE OTHER THAN THAT PROVIDED FOR SPECIFICALLY BY STATUTE, OR TO ANY JUDICIAL HEARING PRIOR TO SUCH SALE OR OTHER EXERCISE OF RIGHTS. Upon the occurrence of an Event of Default, Lender may, without notice unless required by law, and at its option, declare the entire Indebtedness due and payable, as it may elect, regardless of the date or dates of maturity thereof and, if permitted by applicable state law, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject authorized and empowered to the Property Schedule is located and retake possession of the Property, sell or require Lessee, at Lessee's expense, to promptly return any or all of cause the Property to be sold at public auction, and to execute and deliver to the possession of Lessor purchaser or purchasers at such place within sale any deeds of conveyance good and sufficient at law, pursuant to the United States as Lessor shall specifystatute in such case made and provided, and Lessor may thereafter dispose out of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedulesale to retain the sums then due hereunder and all costs and charges of the sale, Lessor may instruct including attorneys' fees, rendering any surplus to the party or parties entitled to it. Any such escrow agent sale or a sale made pursuant to release all such proceeds a judgment or a decree for the foreclosure hereof may, at the option of Lender, be made en masse. The commencement of proceedings to foreclose this Mortgage in any manner authorized by law shall be deemed as exercise of the above option. Upon the occurrence of an Event of Default, Lender shall immediately be entitled to make application for and any earnings thereon to Lessor, such sums to be credited to payment obtain the appointment of ▇▇▇▇▇▇'s obligations under a receiver for the Property Schedule; (d) Lessor may take and of the earnings, income, issue and profits of it, with the powers as the court making the appointments confers. Mortgagor hereby irrevocably consents to such appointment and waives notice of any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)therefor.

Remedies on Default. Whenever any Upon the happening of an Event of Default exists with respect to a Property Schedule, Lessor shall have the rightLandlord may, at its sole option option, and in addition to and without prejudice to all rights and remedies of the Landlord available to it either by any further demand other provision of this Lease or noticeby statute or the general law, to take exercise any one or any combination more of the following remedial stepsremedies: (a) Without terminating the Property Schedule, and by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder be entitled to the end full amount of the then-current budget year month's and the next ensuing 3 months' installments of Lessee to be dueRent which shall immediately become due and payable and the Landlord may immediately distrain for the same, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is lesstogether with any arrears then unpaid; (b) Lessor may terminate without notice or any form of legal process, forthwith re-let or sublet the Property ScheduleLeased Premises or any part or parts thereof for whatever term or terms and at whatever rent and upon whatever other terms, may enter covenants and conditions the premises where Landlord considers advisable including, without limitation, the Property subject payment or granting of inducements all on behalf of the Tenant; and on each such re-letting or subletting the rent received by the Landlord therefrom will be applied first to reimburse the Landlord for any such inducements and for any expenses, capital or otherwise, incurred by the Landlord in making the Leased Premises ready for re-letting or subletting; and secondly to the Property Schedule is located and retake possession payment of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with of re-letting or subletting including brokerage fees and legal fees on a solicitor and client or substantial indemnity basis; and third to the disposition payment of Rent; and the residue, ii any, will be held by the Landlord and applied to payment of Rent as it becomes due and payable. If rent received from re­letting or subletting during any month is less than Rent to be paid during that month hereunder, the Tenant will pay the deficiency which will be calculated and paid monthly on or before the first day of every month; and no re-letting or subletting of the Property (including attorneys’ fees), shall be paid to Lessee Leased Premises by the Landlord or such entry by the Landlord or its agents upon the Leased Premises for the purpose of re-letting or subletting or other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition act of the PropertyLandlord relating thereto including, without limitation, changing or permitting a subtenant to change locks, will be construed as an election on its part to terminate this Lease unless a written notice of termination is given to the Tenant; and if the Landlord elects to re-let or sublet the Leased Premises without terminating, it may afterwards elect to terminate this Lease at any time by reason of any Event of Default then existing; (c) By written notice to any escrow agent who is holding proceeds seize and sell such goods, chattels and equipment of the Property ScheduleTenant as are in the Leased Premises and the Landlord may, Lessor but shall not be obligated to, apply the proceeds thereof to all Rent to which the Landlord is then entitled under this Lease. Any such sale may instruct such escrow agent to release be effected by public auction, private sale or otherwise, and either in bulk or by individual item, or partly by one means and partly by another, all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under as the Property ScheduleLandlord in its sole discretion may decide; (d) Lessor may take terminate this Lease by leaving upon the Leased Premises notice in writing of the termination, and such termination shall be without prejudice to the Landlord's right to damages; it being agreed that the Tenant shall pay to the Landlord on demand as damages the loss of income of the Landlord to be derived from this Lease and the Leased Premises for the unexpired portion of the Term had it not been terminated; or (e) re-enter into and upon the Leased Premises or any actionpart thereof in the name of the whole and repossess and enjoy the same as of the Landlord's former estate, at law anything herein contained to the contrary notwithstanding; and the Tenant shall pay to the Landlord forthwith upon demand all expenses of the Landlord in re­entering, terminating, re-letting, collecting sums due or in equity, that is permitted payable by applicable law and that may appear necessary the Tenant or desirable to enforce realizing upon assets seized or to protect any of otherwise exercising its rights and remedies under this Section 11.04 including tenant inducements, leasing commissions, legal fees on a solicitor and client or substantial indemnity basis and all disbursements and the Property Schedule expense of keeping the Leased Premises in good order, repairing the same and preparing the same for re-letting. in addition, and without limiting the generality of the foregoing provisions of this Agreement. Notwithstanding Section 11.04, upon the foregoinghappening of an Event of Default, if the proceeds are insufficient to pay items and whether or not this Lease is terminated in accordance with such provisions: (i) the Landlord shall have no further liability to (iii) pay to the Tenant or any third party any amount on account or in Section 13.02(b) respect of a refund of any Security Deposit, prepaid Rent or prepaid Taxes or any tenant inducement, leasehold improvement allowance, lease takeover or lease subsidy or any other concession or inducement otherwise provided to the Tenant under or with respect to this Lease, and any Rent free period otherwise provided to the Tenant hereunder shall be null and void and of no further force or effect and Rent shall be payable in whole, Lessee shall remain obligated after application of proceeds full hereunder without regard to items (i) any such Rent free period; and (ii) any cash allowance, inducement payment, and the value of any other benefit paid to or conferred on the Tenant by or on behalf of the Landlord in connection with the Leased Premises or this Lease shall be recoverable in full as additional Rent and shall be payable to the Landlord on demand. MORGUARD February 2005 - Net Office, Multi-Tenant (General Application), to pay in whole the amounts for item (iii).

Remedies on Default. Whenever any Event of Default exists with respect to a Property Schedule, Lessor shall have happened and be continuing, the rightTrustee (acting on behalf of the Issuer, at its sole option without as assignee of the Issuer’s rights hereunder) may take any further demand or noticelegal action, to take including but not limited to, one or any combination more of the following remedial stepsactions: (a) Without terminating the Property Schedule, and by By written notice to Lesseethe Tenant upon acceleration of maturity of the Bonds as provided in the Indenture, Lessor the Trustee acting on behalf of the Issuer may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease Payments by the Tenant to be immediately due and other amounts payable as liquidated damages from the Tenant, whereupon the same shall become immediately due and payable by Lessee thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less;Tenant. (b) Lessor The Trustee acting on behalf of the Issuer may give the Tenant written notice of intention to terminate this Lease on a date specified therein, which date shall not be earlier than 30 days after such notice is given and, if all Defaults have not then been cured on the Property Scheduledate so specified, may enter the premises where the Property subject Tenant’s rights to the Property Schedule is located and retake possession of the PropertyLeased Property shall cease, or require Lessee, at Lessee's expense, to promptly return any or all and this Lease shall thereupon terminate. The Trustee acting on behalf of the Property to the Issuer may thereafter re-enter and take possession of Lessor at such place within the United States as Lessor shall specifyLeased Property and pursue all its available remedies, and Lessor may thereafter dispose including sale of the Leased Property in accordance with Article 9 and judgment against the Tenant for possession of the Uniform Commercial Code in effect in the State; providedLeased Property and/or all Basic Rent and Additional Rent then owing, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's including costs and expenses associated with the disposition of the Property (including attorneys’ attorney fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property;. (c) By written notice If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take possession of the Leased Property, the Issuer or the Trustee acting on behalf of the Issuer, may enter and expel the Tenant and those claiming through or under the Tenant and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any escrow agent who is holding proceeds remedies for arrears of Basic Rent or Additional Rent or preceding breach of contract by the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule;Tenant. (d) Lessor may take Net proceeds of any action, at law reletting or sale of the Leased Property shall be deposited in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient Debt Service Fund for application to pay items (i) to (iii) the Bonds and interest thereon. “Net proceeds” shall mean the receipts obtained from reletting or sale after deducting all expenses incurred in Section 13.02(b) in wholeconnection with such reletting or sale, Lessee shall remain obligated after application including without limitation, all repossession costs, brokerage commissions, legal fees and expenses, expenses of proceeds to items (i) employees, alteration costs and (ii), to pay in whole expenses of preparation of the amounts Leased Property for item (iii)reletting or sale.

Remedies on Default. Whenever A. If a default by Lessee occurs, to the extent permitted by Law, Lessor may avail itself of any Event or all of Default exists the following remedies: 1. Immediately re-enter and remove all personal, equipment, fixtures, furniture and personal property from the leased premises, storing the removed property in a public warehouse or elsewhere at Lessee's expense without liability. The Lessee's right to possession is conditioned upon Lessee's performance of its obligations under the Lease. If Lessor takes possession following default by Lessee, the taking of possession by itself shall not be deemed an election by Lessor to terminate the Lease or to avail itself of any other remedy than available to Lessor on account of Lessee default. 2. Re-let the leased premises or any part of them, for the account of Lessee or any portion or all of the remainder of the terms to any Lessee at the rent and on the conditions that the Lessor deems advisable. Lessor shall credit the rent received on the balance due from Lessee, first to any expenses incurred because of the repossession and re-renting, including brokers' commissions, next to interest, and the balance to the principal amount of the rent. Lessor may repair or restore the leased premises if required for re-letting, the cost of same to be charged to Lessee. Repossession shall not terminate this Lease unless Lessor gives notice of termination to Lessee. 3. Collect each installment of rent or other sum due under this Lease as it becomes due or otherwise enforces any of its provisions that are not being complied with respect by Lessee. 4. Await the end of the term of this Lease and then collect all rent or other sums due under its. 5. Terminate this Lease by notice to a Property ScheduleLessee in which event Lessee shall immediately surrender possession of the leased premises and pay Lessor all loss or damages incurred because of Lessee's default including all rent and other charges due to the time of termination, all of which shall become due forthwith. B. Upon default by Lessee, Lessor shall have the right, at its sole option without any further demand or notice, right to take one or any combination of the following remedial steps: (a) Without terminating the Property Schedule, terminate Tenant Lease and by written notice to Lessee, Lessor may declare receive all Lease Payments and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then sums due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition Lease as of the Property (including attorneys’ fees)termination date plus liquidated damages for loss of rent equal to the annual rent then applicable under subparagraph 3 of this Lease, all of which sums shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, immediately due and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with payable. If termination under this paragraph occurs during the disposition last year of the Property; (c) By written notice to Lease or any escrow agent who is holding proceeds extension, the liquidated damages amount will be the net rent and taxes under paragraph 3 for the balance of the Property Schedulelease term. Landlord and Tenant have agreed to the stated amount of liquidated damages, Lessor may instruct such escrow agent because they recognize that in the event of default the Landlord's loss of rent damages will be difficult or impossible to release all such proceeds and any earnings thereon to Lessor, such sums to ascertain because the damages would be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii).dependent upon

Remedies on Default. Whenever any Event of Default exists with respect to a Property Scheduleexists, Lessor shall have the right, at its sole option without any further demand or notice, right to take one or any combination of the following remedial steps: (a) Without With or without terminating the Property Schedule, and by written notice to Lesseethis Agreement, Lessor may declare all Lease Rental Payments and other amounts payable by Lessee thereunder hereunder to the end of the then-then current budget year of Lessee Budget Year to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, immediately due and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less;payable. (b) With or without terminating this Agreement, Lessor may terminate require Lease to promptly redeliver any or all of the Property ScheduleEquipment to Lessor. For such portions of the Equipment freight prepaid on board a carrier as Lessor shall specify to the location specified by Lessor. For equipment which cannot be easily packaged and shipped, Lessee shall deliver the Equipment at Lessee’s cost to such place within the State as Lessor shall specify. If Lessee fails to redeliver the Equipment, Lessor may enter the premises where the Property subject to the Property Schedule Equipment is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all Equipment and charge Lessee for cost incurred. Notwithstanding that Lessor has taken possession of the Property Equipment, Lessee shall still be obligated to pay the remaining Rental Payments due up until the end of the then current Original Term or Renewal Term. Lessee will be liable for any damage to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Equipment caused by Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property;its employees or agents. (c) By written notice Lessor will have the right to any escrow agent who is holding proceeds resell or release the Equipment. If Lessor releases the Equipment for an amount less than the amount they received from Lessee, then Lessor can continue to hold the Lessee liable for the difference in payments up until the end of the Property Schedulethen current Original Term or Renewal Term. If Lessor sells the Equipment for an amount less than the then applicable Purchase Option Price, then Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to can hold Lessee liable for as much of the deficiency as can be credited to payment paid from the aggregate of ▇▇▇▇▇▇'s obligations under the Property Schedule;remaining payments in the then current Original Term or Renewal Term. (d) Lessor may take any action, whatever action at law or in equity, that is permitted by applicable law and equity that may appear necessary or desirable to enforce or to protect any of its rights under as the Property Schedule and this Agreement. Notwithstanding owner of the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)Equipment.

Remedies on Default. Whenever Upon the happening of any Event of Default exists with respect to a Property ScheduleDefault, Lessor Lender shall have the right, at its sole option without in addition to any further demand other rights or noticeremedies available to Lender under the Deed of Trust or any of the other Loan Documents or under applicable Law, to take exercise any one or any combination more of the following remedial stepsrights and remedies: (a) Without terminating the Property Schedule, and by written notice Lender may terminate its obligation to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end advance any further principal of the then-current budget year of Lessee Loan pursuant to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted this Agreement by applicable law, whichever is less;Notice to Borrower. (b) Lessor Lender may terminate accelerate all of Borrower’s Obligations under the Loan Documents whereupon such Obligations shall become immediately due and payable, without notice of default, acceleration or intention to accelerate, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind or character (all of which are hereby waived by Borrower). (c) Lender may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property. (d) Lender may set off the amounts due Lender under the Loan Documents against any and all accounts, credits, money, securities or other property of Borrower now or hereafter on deposit with, held by or in the possession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower. (e) Lender may enter into possession of the Property Schedule, may enter and perform any and all work and labor necessary to complete the premises where development of the Land and the construction of the Improvements (whether or not in accordance with the Plans and Specifications) and to employ watchmen to protect the Property subject and the Improvements. All sums expended by Lender for such purposes shall be deemed to have been advanced to Borrower under the Revolving Loan Note and shall be secured by the Deed of Trust. For this purpose, Borrower hereby constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution, which power is coupled with an interest, to complete the work in the name of Borrower, and hereby empowers said attorney or attorneys, in the name of Borrower or Lender: (i) To use any funds of Borrower including any balance which may be held by Lender and any funds which may remain unadvanced hereunder for the purpose of completing the development of the Land and the construction of the Improvements, whether or not in the manner called for in the Plans and Specifications; (ii) To make such additions and changes and corrections to the Property Schedule is located Plans and retake possession Specifications as shall be necessary or desirable in the judgment of Lender to complete the development of the Land and the construction of the Improvements; (iii) To employ such contractors, subcontractors, agents, architects and inspectors as shall be necessary or desirable for said purpose; (iv) To pay, settle or compromise all existing bills and claims which are or may be liens against the Property, or require Lessee, at Lessee's expense, to promptly return any may be necessary or all desirable for the completion of the Property work or the clearance of title to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (cv) By written notice to any escrow agent who is holding proceeds To execute all applications and certificates which may be required in the name of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property ScheduleBorrower; (dvi) Lessor To enter into, enforce, modify or cancel Leases and to fix or modify Rents on such terms as Lender may take any actionconsider proper; (vii) To file for record, at law Borrower’s cost and expense and in Borrower’s name, any notices of completion, notices of cessation of labor, or any other notices that Lender in equity, that is permitted by applicable law its sole and that absolute discretion may appear consider necessary or desirable to enforce protect its security; and (viii) To do any and every act with respect to the development of the Land and the construction of the Improvements which Borrower may do in its own behalf. It is understood and agreed that this power of attorney shall be deemed to be a power coupled with an interest which cannot be revoked. Said attorney-in-fact shall also have the power to prosecute and defend all actions or proceedings in connection with the development of the Land and the construction of the Improvements and to protect any of its rights under the Property Schedule take such actions and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)require such performance as Lender may deem necessary.

Remedies on Default. Whenever In the event of any Event such default or breach by Tenant, Landlord may at any time thereafter with or without notice or demand and without limiting Landlord in the exercise of Default exists with respect to a Property Schedule, Lessor shall right or remedy which Landlord may have the right, at its sole option without any further demand by reason of such default or notice, to take one or any combination of the following remedial stepsbreach: (a1) Without terminating Terminate Tenant's right to possession of the Property SchedulePremises by any lawful means, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord. In such event, Landlord shall be entitled to recover the costs set forth below; (2) Maintain Tenant's right to possession, in which case this Lease shall continue in full force and effect whether or not Tenant shall have abandoned the Premises. In such event, Landlord shall be entitled to enforce all of Landlord's rights and remedies under this Lease including the right to recover the rent and any other charges and additional rent as may become due hereunder; (3) In the event of any default, reentry or repossession by written notice summary proceedings or otherwise, all rent and additional rent shall become due hereunder and shall be paid up to Lesseethe time of such reentry or repossession, Lessor together with any such expenses as Landlord may declare reasonably incur for attorneys' fees, advertising expenses, brokerage fees and for putting the Premises in good order or repairing the same for reletting, together with interest thereon as provided herein accruing from the date of any such expenditure by Landlord. Landlord agrees to make best efforts to relet the premises at the same or higher minimum rent. Landlord's failure or inability to relet the Premises or any part thereof shall not reduce or restrict in any way Landlord's right to recover from Tenant all Lease Payments rent and other amounts payable by Lessee thereunder charges as provided hereunder and, despite such failure or inability to so relet the end of the then-current budget year of Lessee Premises or any part thereof, Tenant shall pay to be dueLandlord upon demand therefore any and all costs, including without limitation delinquent Lease Payments under limitation, expenses of reletting including necessary renovation and alteration of the Property Schedule from prior budget yearsPremises, reasonable attorneys' fees, the amount by which the unpaid rent and other charges, additional rent, and adjustments called for herein for the balance of the term exceed the amount of any such amounts loss for the unexpired term of the Lease and the portion of any leasing commissions paid by Landlord applicable to the unexpired term of the Lease. Unpaid installments of rent or other sums due by Tenant to Landlord under this Lease shall thereafter bear interest from the date due until paid in full at the rate of 12% three percent (3%) per annum over the publicly announced prime rate being charged from time to time from the date due until paid in full by Seattle-First National Bank or the maximum rate permitted by applicable law, whichever is lesssuch other bank as Landlord may designate; (b4) Lessor may terminate Pursue any other remedy now or hereafter available to Landlord under the Property Schedule, may enter laws or judicial decisions of the premises where state in which the Property subject to Premises are located; and (5) In the Property Schedule is located and retake event of a retaking of possession of the PropertyPremises by Landlord, or require LesseeTenant shall remove all personal property located thereon and upon failure to do so upon demand of Landlord, Landlord may remove and store the same in any place selected by Landlord, including but not limited to a public warehouse, at Lessee's expensethe expense and risk of Tenant. If Tenant shall fail to pay the cost of storing any such property after it has been stored for a period of 30 days or more, to promptly return Landlord may sell any or all of such property at a public or private sale and shall apply the Property proceeds of such sale first to the cost of such sale, secondly to the payment of the charges for storage, if any, and thirdly to the payment of any other sums of money which may be due from Tenant to Landlord under the terms of this Lease, and the balance, if any, to Tenant. Tenant hereby waives all claims for damages that may be caused by Landlord's lawfully reentering and taking possession of Lessor at such place within the United States as Lessor shall specify, Premises or lawfully removing and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of storing the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, Tenant as herein provided and (iii) pay Lessor's costs will save Landlord harmless from loss or damages occasioned by Landlord thereby and expenses associated with the disposition of the Property (including attorneys’ fees), no such lawful reentry shall be paid to Lessee considered or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums construed to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)a forceable entry.

Remedies on Default. Whenever Upon the happening of any Event of Default exists with respect to a Property ScheduleDefault, Lessor Lender shall have the right, at its sole option without in addition to any further demand other rights or noticeremedies available to Lender under the Security Instruments or any of the other Loan Documents or under applicable Law, to take exercise any one or any combination more of the following remedial stepsrights and remedies: (a) Without terminating the Property Schedule, and by written notice Lender may terminate any obligation to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end advance any further principal of the then-current budget year of Lessee Loan pursuant to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted this Agreement by applicable law, whichever is less;Notice to Borrowers. (b) Lessor Lender may terminate accelerate all of Borrowers’ Obligations under the Loan Documents, whether or not matured and regardless of the adequacy of any other collateral securing the Loan, whereupon such Obligations shall become immediately due and payable, without notice of default, acceleration or intention to accelerate, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind or character except as otherwise set forth in this Agreement (all of which are hereby waived by Borrowers). 37867101.2 01/05/2021 (c) Lender may apply to any court of competent jurisdiction for, and obtain appointment without bond of, a receiver for any and all Property Scheduleand Collateral. Grantor consents to such rights and such appointment and hereby waives any objection such Grantor may have thereto or the right to have a bond or other security posted by the Lender. (d) Lender may set off the amounts due to Lender under the Loan Documents, whether or not matured and regardless of the adequacy of any other collateral securing the Loan, against any and all accounts, credits, money, securities or other property of Borrowers now or hereafter on deposit with, held by or in the possession of Lender to the credit or for the account of Borrowers, without notice to or the consent of Borrowers. (e) Lender may enter into possession of any and all Property and perform any and all work and labor necessary to complete the premises where Construction of the Improvements (whether or not in accordance with the Plans and Specifications) and to employ watchmen to protect such Property subject and the Improvements. All sums expended by Lender for such purposes shall be deemed to have been advanced to Borrowers under the Note and shall be secured by the Security Instruments. For this purpose, each Borrower hereby constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution, which power is coupled with an interest and cannot be revoked, to complete the work in the name of such Borrower, and hereby empowers said attorney or attorneys, in the name of any Borrower or Lender: (i) To use any funds of Borrowers including any balance which may be held by Lender and any funds which may remain unadvanced hereunder for the purpose of completing the Construction of the Improvements, whether or not in the manner called for in the Plans and Specifications; (ii) To make such additions and changes and corrections to the Property Schedule is located Plans and retake possession Specifications as shall be necessary or desirable in the commercially reasonable judgment of Lender to complete the Construction of the Improvements; (iii) To employ such contractors, subcontractors, agents, architects and inspectors as shall be necessary or desirable for said purpose; (iv) To pay, settle or compromise all existing bills and claims which are or may be liens against any Property, or require Lessee, at Lessee's expense, to promptly return any may be necessary or all desirable for the completion of the Property work or the clearance of title to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (cv) By written notice to To execute all applications and certificates which may be required in the name of any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property ScheduleBorrower; (d) Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii).

Remedies on Default. Whenever any 20.1 Upon the happening of an Event of Default exists with respect to a Property ScheduleDefault, Lessor shall have the right, Agreement may be terminated at its sole the option without any further demand or notice, to take one or any combination of the following remedial steps: (a) Without terminating the Property Schedule, and Lessor or Lessee by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid writing to Lessee or such other creditor of Lessee as Lessor. The notice may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to given at any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and time after any earnings thereon to Lessor, such sums to be credited to payment grace period for default given under Section B.19. All of ▇▇▇▇▇▇'s obligations under rights in relation to the Site and in all improvements on the Site will terminate as of the date of termination and/or expiration. Promptly after such notice, unless agreed upon by the Parties in writing, ▇▇▇▇▇▇ will surrender and vacate the Site and all improvements in broom clean and in good condition. Lessor may reenter and take possession of the Property Schedule; (d) and of all improvements and eject some or all parties in possession except any sub-lessee qualifying under any non-disturbance agreement by ▇▇▇▇▇▇. Lessor may take any actionand ▇▇▇▇▇▇ will have all rights and remedies available to Lessor and Lessee under this Agreement, at law or law, and in equity. Termination under this Section will not relieve Lessee from the payment of any sum then due to Lessor or from any claim for damages previously accrued or then accruing against Lessee. Termination under this Section will not relieve Lessor from the payment of any sum then due to Lessee or from any claim for damages previously accrued or then accruing against Lessor. If the Site is abandoned by Lessee in connection with a default, that is permitted termination shall be automatic and without notice. 20.2 In the event Lessor terminates this Lease, the Lessor, or those having the Lessor's estate in the Property, lawfully at its option, may enter into and upon said demised Property and every part thereof, and repossess the same of Lessor's former estate, and expel said Lessee and those claiming by applicable law and that may appear necessary through or desirable under Lessee, and remove Lessee's effects at Lessee's expense, forcibly if necessary, and store the same, without being deemed guilty of trespass and without prejudice to enforce any remedy which otherwise might be used for arrears of rent or preceding breach of covenant. If Lessor terminates the Agreement, Lessor will be entitled to protect recover immediately, without waiting until the due date of any future rent or until the date fixed for expiration of its rights under this Agreement, and in addition to any other damages recoverable by Lessor, the reasonable costs of reentry and reletting including, without limitation, the cost of any clean-up, refurbishing, removal of ▇▇▇▇▇▇’s property and fixtures, and/or any other expense occasioned by ▇▇▇▇▇▇’s failure to quit the Property Schedule upon termination and this Agreement. Notwithstanding to leave the foregoingProperty in the required condition, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in wholeincluding, Lessee shall remain obligated after application of proceeds to items (i) without limitation, any remodeling costs, attorney fees, court costs, broker commissions, and (ii), to pay in whole the amounts for item (iii)advertising costs.

Remedies on Default. Whenever any Event of Default exists with respect referred to a Property Schedule, Lessor in Section 13.01 of this Lease shall have happened and be continuing, the rightLender may, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) Without terminating The Lender may terminate the Property Schedule, Lease Term and by written give notice to Lessee, Lessor may declare all Lease Payments the City to vacate and other amounts payable by Lessee thereunder to the end surrender possession of the thenLeased Property within ten Business Days of such notice; and pursue Judgment for Possession and a Writ of Restitution under C.R.S. § 13- 40-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever 101 et seq. if possession is less;not timely surrendered. (b) Lessor The Lender may terminate proceed to foreclose through the Property Schedulecourts on or otherwise sell, may enter trade-in, repossess or liquidate the premises where City’s interests in the Property subject to the Property Schedule is located and retake possession of the Leased Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property part thereof in accordance with Article 9 of the Uniform Commercial Code in effect in the Stateany lawful manner; provided, however, that any proceeds the Lender may not recover from the disposition City any deficiency which may exist following the liquidation of the property City’s respective interests in the Leased Property in excess of Base Rentals and Additional Rentals for the sum required to then-current Fiscal Years and in excess of amounts payable under subparagraph (id) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property;this Section 13.02. (c) By written notice to The Lender may lease or sublease the Leased Property or any escrow agent who is holding proceeds of portion thereof or sell any interest the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under Lender has in the Property Schedule;Leased Property. (d) Lessor The Lender may recover from the City: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the City continue to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the City hereunder during the remainder, after the City vacate and surrender possession of the Leased Property, of the Renewal Term in which such Event of Default occurs. (e) The Lender may take any action, whatever action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to enforce or to protect any of its rights in and to the Leased Property under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)Lease.

Remedies on Default. Whenever any Event of Default exists with respect referred to a Property Schedule, Lessor in Section 10.01 hereof shall have happened and continue to exist, then, subject to Sections 10.07 and 10.08 below, the right, at its sole option without City may take any further demand or notice, to take one or any combination more of the following remedial stepssteps as against the Lessee: (a) Without terminating the Property ScheduleThe City may, and upon a payment default shall, re-enter and take possession of the Special Facilities and Ground Lease Properties without terminating this Agreement and in a timely manner use its best efforts to (i) complete construction and equipping of the Special Facilities (and apply proceeds of the Bonds for such purpose) and (ii) either (x) operate the Special Facilities and Ground Lease Properties and impose rates and charges on airline tenants in Terminals B and C for their availability, operation and maintenance in accordance with the Use and Lease Agreement or (y) sublease the Special Facilities and Ground Lease Properties on a net rent lease basis to sublessees which (other than the City) shall have been approved in writing by written notice the Bond Insurer (whose approval may not unreasonably be withheld), provided further that in either event the City shall use its best efforts to impose and collect rates and charges or rental rates sufficient to provide for operating and maintenance expenses and Ground Rentals to the same extent as Lessee is obligated to do so and to provide additional amounts equal to the Net Rent and other amounts set forth in Section 6.01, all for the account of the Lessee, Lessor may declare all Lease Payments holding the Lessee liable for the difference between the rents and other amounts payable by the Lessee thereunder hereunder and the charges received from airline tenants and/or the rents and other amounts received from any sublessee with respect to the end Special Facilities and Ground Lease Properties. All proceeds derived by the City from any charges and/or rents (net of operating and maintenance expenses and any allocable Ground Rentals payable or remaining unpaid hereunder, and up to the amount of all Net Rent payable hereunder) shall be remitted to the Trustee for deposit in the Interest and Redemption Fund to support repayment of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less;Bonds. (b) Lessor The City may terminate this Agreement, exclude the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake Lessee from possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, Special Facilities and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required Ground Lease Properties and use its best efforts to (i) pay off any outstanding principal component complete construction and equipping of Lease Payments, the Special Facilities (and apply proceeds of the Bonds for such purpose) and (ii) either (x) operate the Special Facilities and Ground Lease Properties and impose rates and charges on airline tenants in Terminals B and C for their availability, operation and maintenance in accordance with the Use and Lease Agreement or (y) lease the same on a net rent lease basis to lessees which (other than the City) shall have been approved in writing by the Bond Insurer (whose approval may not unreasonably be withheld), provided further that in either event the City shall use its best efforts to impose and collect rates and charges or rental rates sufficient to provide for operating and maintenance expenses and Ground Rentals to the same extent as Lessee is obligated to do so and to pay any the Net Rent and other amounts then set forth in Section 6.01, all for the account of the Lessee, holding the Lessee liable for all rents and other amounts due under this Agreement and not received by the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee City from charges or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except rents with respect to the Special Facilities and Ground Lease Properties. All gross proceeds derived by the City from any charges and/or rents (net of operating and maintenance expenses and any allocable Ground Rentals payable or remaining unpaid costs hereunder, and expenses incurred by Lessor up to the amount of all Net Rent payable hereunder) shall be remitted to the Trustee for deposit in connection with the disposition Interest and Redemption Fund to support repayment of the Property;Bonds. (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor The City may take any action, whatever other action at law or in equity, that is permitted by applicable law and that equity as may appear necessary or desirable to enforce collect the rent then due and thereafter to become due, or to protect enforce performance and observance of any obligation, agreement or covenant of its rights the Lessee under the Property Schedule and this Agreement. Notwithstanding The City shall use its best efforts to cause the foregoing, if the proceeds are insufficient Special Facilities to pay items be constructed and installed and to either (i) cause the Special Facilities and Ground Lease Properties to be operated in consideration of charges imposed on airline tenants in accordance with the Use and Lease Agreement or (iiiii) sublease (or lease as applicable) the Special Facilities and Ground Lease Properties on a net rent lease basis for the account of Lessee as provided in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items clauses (ia) and (ii)b) above after an Event of Default by Lessee, whether or not City retakes possession of the Special Facilities and Ground Lease Properties or terminates this Agreement. (d) In connection with any reletting of the Special Facilities and Ground Lease Properties, the City agrees not to pay charge tenant(s) Ground Rentals in whole the amounts for item excess of those charged (iii)or that would be charged) to Lessee.

Remedies on Default. Whenever Upon the occurrence of any Event of Default exists with respect to a Property ScheduleDefault, Lessor Lessor, besides other rights and remedies it may have, shall have the rightright of reentry and may remove all persons and property from the Leased Premises pursuant to legal proceedings or pursuant to any notice provided by law, and may store any such property removed in a public warehouse or elsewhere, at the cost of, and for the account of Lessee. Lessor shall not be liable for any damages caused by any dispossession or removal of persons or property from the Leased Premises pursuant to this paragraph 30. Further Lessor may either terminate this Lease or may, from time to time, without terminating this Lease, relet the Leased Premises or any part thereof for such term or terms (which may be a term extending beyond the term of this Lease) and at such rental or rentals and upon such other terms and conditions as Lessor in its sole option without any further demand or notice, discretion may deem advisable with the right to take one or any combination of the following remedial steps: (a) Without terminating the Property Schedule, make alterations and by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder repairs to the end of Leased Premises. Upon such reletting, Lessee shall pay to Lessor, as soon as ascertained, the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs cost and expenses incurred by Lessor in connection with such reletting and in making such alterations and repairs to the disposition extent necessary to return the Leased Premises to good leasable condition. Rentals received by Lessor from such reletting shall be applied: first, to the payment of any indebtedness, other than rent, due hereunder from Lessee to Lessor; second, to the payment of the Property; cost of any alterations or repairs to the Leased Premises necessary to return the Leased Premises to good condition (cnormal wear and tear excepted) By for uses permitted by this Lease; third, to the cost of storing any of Lessee's property left on the Leased Premises at the time of reletting; fourth, to the payment of rent due and unpaid hereunder. The residue, if any, shall be held by Lessor and applied in payment of future rent or damages in the event of termination as the same may become due and payable hereunder and the balance, if any, at the end of the term of this Lease shall be paid to Lessee. Should such rentals received from time to time from such reletting during any month be less than that agreed to be paid during that month by Lessee hereunder, the Lessee shall pay such deficiency to Lessor. Such deficiency shall be calculated and paid monthly. No such reentry or taking possession of the Leased Premises by Lessor shall be construed as an election on its part to terminate this Lease unless a written notice of such intention be given to Lessee or unless the termination thereof be decreed by a court of competent jurisdiction. Notwithstanding any escrow agent who is holding proceeds of the Property Schedulesuch reletting without termination, Lessor may instruct at any time thereafter elect to terminate this Lease for such escrow agent to release all previous breach. No such proceeds termination of this Lease shall relieve Lessee of its liabilities and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under this Lease, and such liabilities and obligations shall survive any such termination. In the Property Schedule; (d) event of any such termination, whether or not the Leased Premises or any part thereof shall have been relet, Lessor may take any actionrecover from Lessee all damages Lessor may incur by reason of such termination, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any specifically including the cost of its rights under recovering the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) Leased Premises and (ii)1) all amounts that would have fallen due as rents between the time of termination of this Lease and the time of the judgment, or other award, plus the costs of all reletting and transfers, plus interest on the balance at the rate of 18% per year; (2) the worth at the time of the judgment or other award, of the amount by which the unpaid rents for the balance of the term exceed the amount of such rental loss that Lessee proves could be reasonably avoided; and (3) any other amount necessary to pay compensate Lessor for all detriment proximately caused by Lessee's failure to perform its obligations under this Lease or which in whole the amounts for item (iii)ordinary course would be likely to result therefrom.

Remedies on Default. Whenever any Event of Lease Default exists with respect to a Property Schedule, Lessor shall have happened and be continuing beyond any applicable cure period, the rightTrustee may (subject to its rights and protections under the terms of the Indenture), or shall at its sole option the request of the owners of a majority in aggregate principal amount of the Certificates then Outstanding and upon indemnification as to costs and expenses as provided in the Indenture, without any further demand or notice, to take one or any combination of the following remedial steps: (a) Without terminating terminate the Property Schedule, Lease Term and by written give notice to Lessee, Lessor may declare all Lease Payments the City to vacate and other amounts payable by Lessee thereunder to the end surrender possession of the then-current budget year Leased Property, which vacation and surrender the City agrees to complete within sixty (60) days from the date of Lessee to be duesuch notice; provided, including without limitation delinquent Lease Payments under in the Property Schedule from prior budget yearsevent the City does not vacate and surrender possession on the termination date, and such amounts the provisions of Section 7.5 hereof shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is lessapply; (b) Lessor may terminate lease or sublease the Leased Property Schedule, may enter or sell or assign the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect Trustee’s leasehold interest in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Leased Property; (c) By written notice recover from the City: (i) the portion of Series 2020A Base Rentals, Series 2020B Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the City for such purpose, which would otherwise have been payable hereunder, during any period in which the City continues to any escrow agent who is holding proceeds occupy, use or possess the Leased Property; and (ii) Series 2020A Base Rentals, Series 2020B Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the City for such purpose, which would otherwise have been payable by the City hereunder during the remainder, after the City vacates and surrenders possession of the Property ScheduleLeased Property, Lessor may instruct of the Fiscal Year in which such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment Event of ▇▇▇▇▇▇'s obligations under the Property Schedule;Lease Default occurs. (d) Lessor may take any action, whatever action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to enforce or to protect any of its rights in and to the Leased Property under the Site Lease, this Lease and the Indenture. Upon the occurrence of an Event of NonappropriationNon-appropriation, the Trustee shall be entitled to recover from the City the amounts set forth in Section 15.2(c)(i) hereof if the City continues to occupy the Leased Property Schedule after December 31 of the Fiscal Year in which such Event of NonappropriationNon-appropriation occurs. The Trustee shall also be entitled, upon any Event of Lease Default, to any moneys in any funds or accounts created under the Indenture (except the Rebate Fund and this Agreementany defeasance escrow accounts). Notwithstanding the foregoingforegoing provisions or any other provisions in the Site Lease, if this Lease or the proceeds are insufficient Indenture, the Trustee shall not take any remedial action under the Site Lease, this Lease or the Indenture, including without limitation this Section 15.2, without the prior written consent and direction of the Initial Purchaser. Before taking any such action as directed by the Initial Purchaser, the Trustee shall be entitled to pay items (i) to (iii) the indemnification provided in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)Indenture.

Remedies on Default. Whenever In the event of any Event of Default exists default or breach by Tenant, Landlord may at any time thereafter, with respect to a Property Schedule, Lessor shall have the right, at its sole option or without any further demand notice or notice, to take one or any combination of the following remedial stepsdemand: (a) Without terminating the Property Schedule, and by written notice a. Terminate Tenant's right to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments possession under the Property Schedule from prior budget years, lease and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located reenter and retake possession of the PropertyPremises and relet or attempt to relet the Premises on behalf of Tenant at such rent and under such terms and conditions as Landlord may deem best under the circumstances for the purpose of reducing Tenant's liability. Landlord shall not be deemed to have thereby accepted a surrender of the Premises, or require Lesseeand Tenant shall remain liable for all Rents and Charges due under this Lease and for all damages suffered by Landlord because of Tenant's breach of any of the covenants of the Lease. b. Declare this Lease to be terminated, ended and null and void, and reenter upon and take possession of the Premises whereupon all right, title and interest of the Tenant in the Premises shall end. c. Accelerate and declare the entire remaining unpaid Base Rent and Additional Rent for the balance of this Lease to be immediately due and payable forthwith, and may, at Lessee's expenseonce, take legal action to promptly return recover and collect the same. All rights and remedies of Landlord herein enumerated shall be cumulative and nothing herein contained shall exclude any other right or all remedy allowed by law. No reentry or retaking possession of the Property Premises by Landlord shall be construed as an election on its part to the possession terminate this Lease, unless a written notice of Lessor at such place within the United States as Lessor intention be given to Tenant. Nor shall specify, pursuit of any remedy herein provided constitute a forfeiture or waiver of any Rents and Lessor may thereafter dispose Charges due to Landlord hereunder or any damages accruing to Landlord by reason of the Property in accordance with Article 9 violations of any of the Uniform Commercial Code in effect in the State; providedterms, however, that provisions and covenants herein contained. Landlord's acceptance of rent or Additional Rent following any proceeds from the disposition event of default hereunder shall not be construed as Landlord's waiver of such event of default. Forbearance by landlord to enforce one or more of the property in excess remedies herein provided upon an event of the sum required default shall not be deemed or construed to (i) pay off any outstanding principal component constitute a waiver of Lease Payments, (ii) pay any other amounts then due under violation or default. Legal options to recover for loss or damage that Landlord may suffer by reason of termination of this Lease or the Property Schedule, and (iii) pay Lessor's costs and expenses associated with deficiency from any reletting as provided for above shall include the disposition expense of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds repossession and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, at law repairs or in equity, that is permitted remodeling undertaken by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)Landlord following repossession.

Remedies on Default. Whenever Upon the happening and during the continuance of any Event of Default exists with respect to a Property ScheduleDefault, Lessor Lender shall have the right, at its sole option without in addition to any further demand other rights or noticeremedies available to Lender under the Deed of Trust or any of the other Loan Documents or under applicable Law, to take exercise any one or any combination more of the following remedial stepsrights and remedies: (a) Without terminating the Property Schedule, and by written notice to Lessee, Lessor Lender may declare accelerate all Lease Payments and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments Borrower’s Obligations under the Property Schedule from prior budget yearsLoan Documents whereupon such Obligations shall become immediately due and payable, and such amounts shall thereafter bear interest at the rate without notice of 12% per annum default, acceleration or the maximum rate permitted intention to accelerate, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind or character (all of which are hereby waived by applicable law, whichever is less;Borrower). (b) Lessor Lender may terminate apply to any court of competent jurisdiction for, and obtain appointment of, a receiver by ex parte application or otherwise for the Property. (c) Lender may set off the amounts due Lender under the Loan Documents against any and all accounts, credits, money, securities or other property of Borrower now or hereafter on deposit with, held by or in the possession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower. (d) Lender may enter into possession of the Property Scheduleand perform any and all work and labor necessary to complete any construction at the Property, may enter the premises where including any construction of tenant improvements, and to employ watchmen to protect the Property subject and the Improvements. All sums expended by Lender for such purposes shall be deemed to have been advanced to Borrower under the Property Schedule Note and shall be secured by the Deed of Trust. For this purpose, Borrower hereby constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution, which power is located coupled with an interest, to complete the work in the name of Borrower, and retake possession hereby empowers said attorney or attorneys, in the name of Borrower or Lender: (i) To use any funds of Borrower including any balance which may be held by Lender and any funds (if any) which may remain unadvanced hereunder for the purpose of completing any construction, including any construction of tenant improvements, whether or not in the manner called for in the applicable plans and specifications; (ii) To make such additions and changes and corrections to any plans and specifications as shall be necessary or desirable in the judgment of Lender to complete any construction, including any construction of tenant improvements; (iii) To employ such contractors, subcontractors, agents, architects and inspectors as shall be necessary or desirable for said purpose; (iv) To pay, settle or compromise all existing bills and claims which are or may be liens against the Property, or require Lessee, at Lessee's expense, to promptly return any may be necessary or all desirable for the completion of the Property work or the clearance of title to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (cv) By written notice to any escrow agent who is holding proceeds To execute all applications and certificates which may be required in the name of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property ScheduleBorrower; (dvi) Lessor To enter into, enforce, modify or cancel Leases and to fix or modify Rents on such terms as Lender may take any actionconsider proper; (vii) To file for record, at law Borrower’s cost and expense and in Borrower’s name, any notices of completion, notices of cessation of labor, or any other notices that Lender in equity, that is permitted by applicable law its sole and that absolute discretion may appear consider necessary or desirable to enforce protect its security; and (viii) To do any and every act with respect to any such construction which Borrower may do in its own behalf. It is understood and agreed that this power of attorney shall be deemed to be a power coupled with an interest which cannot be revoked. Said attorney-in-fact shall also have the power to prosecute and defend all actions or proceedings in connection with any construction at the Property, including any construction of tenant improvements, and to protect any of its rights under the Property Schedule take such actions and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)require such performance as Lender may deem necessary.

Remedies on Default. A. Whenever any Event of Default exists with respect to a Property Scheduleexists, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: : (a) Without terminating the Property Schedule, and by written notice to Lessee, Lessor may declare all Rental Payments payable by Lessee pursuant to such Lease Payments and other amounts payable by Lessee thereunder under such Lease to the end of the then-then current budget year of Lessee Original Term or Renewal Term to be dueimmediately due and payable; with or without terminating the Lease Term under such Lease, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule Equipment listed in such Lease is located and retake possession of the Property, such Equipment or require Lessee, Lessee at Lessee's expense, ’s expense to promptly return any or all of the Property such Equipment to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose sell or lease such Equipment or, for the account of Lessee, sublease such Equipment, continuing to hold Lessee liable for the difference between the Rental Payments payable by Lessee pursuant to such Lease and other amounts related to such Lease of the Property in accordance with Article 9 Equipment listed therein that are payable by Lessee to the end of the Uniform Commercial Code then current Original Term or Renewal Term, as the case may be, and (ii) the net proceeds of any such sale, leasing or subleasing (after deducting all expenses of Lessor in effect in the State; providedexercising its remedies under such Lease, including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing such Equipment and all brokerage, auctioneer’s and attorney’s fees), subject, however, that to the provisions of Section 7 hereof. The exercise of any proceeds from the disposition such remedies in respect of the property in excess any such Event of the sum required to (i) pay off any outstanding principal component Default shall not relieve Lessee of Lease Payments, (ii) pay any other amounts then due liabilities under any other Lease or the Property Schedule, Equipment listed therein; and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, whatever action at law or in equity, that is permitted by applicable law and that equity may appear necessary or desirable to enforce or to protect any of its rights under such Lease or as a secured party in any or all of the Property Schedule Equipment. Any net proceeds from the exercise of any remedy under a Lease (after deducting all costs and this Agreement. Notwithstanding expenses referenced in the foregoing, if the proceeds are insufficient to pay items Section) shall be applied as follows: (i) if such remedy is exercised solely with respect to a single Lease, Equipment listed in such Lease or rights thereunder, then to amounts due pursuant to such Lease and other amounts related to such Lease or such Equipment; or if such remedy is exercised with respect to more than one Lease, Equipment listed in more than one Lease or rights under more than one Lease, then to amounts due pursuant to such Leases pro-rata. B. Relating to the software license portion of the Equipment (iii) in Section 13.02(b) in wholeif applicable): In addition to all other terms and provisions provided herein, Lessee shall remain obligated after application of proceeds to items if any Lease is (i) terminated as described in Section 7 herein; or is in default pursuant to Section 24 herein, Lessee hereby agrees to immediately cease using and (ii)return the Licensed Software to Vendor if so required or to Lessor in accordance with Section 14. ▇▇▇▇▇▇ further agrees to destroy any and all remaining copies of the Licensed Software in the possession or under the control of Lessee, to pay in whole cease all further use of the amounts Licensed Software, and to discontinue use of any related services provided by Vendor. Lessee acknowledges that ▇▇▇▇ may request Vendor to immediately terminate all licenses granted to Lessee related to the Licensed Software and to withhold support, consulting and all other related services. ▇▇▇▇▇▇ agrees and acknowledges that it will indemnify and hold harmless Vendor, ▇▇▇▇ and its assigns for item (iii)said termination. This indemnification provision shall survive the termination of this Agreement and any Lease.

Remedies on Default. Whenever In the event of any Event of Default exists with respect to a Property Schedulesuch default or breach by Tenant, Lessor shall have the rightLandlord may at any time thereafter, at in its sole option discretion, with or without any further notice or demand and without limiting Landlord in the exercise of a right or notice, to take one remedy which Landlord may have by reason of such default or any combination of the following remedial stepsbreach: (a) Without terminating Terminate Tenant's right to possession, in which case this Lease shall continue in effect whether or not Tenant shall have abandoned the Property SchedulePremises. In such event Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant's default including, but not limited to the cost of recovering possession of the Premises; expenses of re-letting, including necessary renovation and alteration of the Premises; reasonable attorney's fees; the worth at the time of award by written notice to Lesseethe court having jurisdiction thereof of the amount by which the unpaid Rent, Lessor may declare all Lease Payments Additional Rent and other amounts payable charges called for herein for the balance of the term after the time of such award exceeds the amount of such loss for the same period that Tenant proves could be reasonably avoided; and that portion of any leasing commission paid by Lessee thereunder Landlord and applicable to the end unexpired term of the then-current budget year this Lease. Unpaid installments of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts Rent or other sums shall thereafter bear interest from the date due at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is lesslegal rate; (b) Lessor may terminate Maintain Tenant's right to possession, in which case this Lease shall continue in effect whether or not Tenant shall have abandoned the Property Schedule, may enter the premises where the Property subject Premises. In such event Landlord shall be entitled to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or enforce all of Landlord's rights and remedies under this Lease including the Property right to recover the possession of Lessor at such place within the United States as Lessor shall specifyBase Rent, Additional Rent and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee charges as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Propertybecome due hereunder; (c) By written notice to any escrow agent who is holding proceeds Accelerate the Rent for the entire balance of the Property ScheduleTerm or any part thereof, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon costs and sheriff’s, marshall’s, constable’s or other official’s commissions, whether chargeable to LessorLandlord or Tenant, as if by the terms of this Lease said balance of the Rent and such other charges and expenses were payable in advance on the date of such acceleration. For purposes of accelerating the Rent for the balance of the Term, Landlord shall be entitled to calculate the Rent for the then remaining Term by assuming a five percent (5%) increase in CAM Expenses, Taxes and Landlord’s Insurance Expenses for each Accounting Period or portion thereof remaining in the Term. Nothing herein shall relieve Tenant of liability for actual Rent in excess of such calculations for any period by Landlord pursuant to this Section. If such calculations exceed the amount of actual Rent for such period, Landlord shall either refund such excess to Tenant or apply such excess to other sums which may become due to be credited to payment of ▇▇▇▇▇▇'s obligations Landlord under the Property Schedulethis Lease; (d) Lessor may take Pursue any action, at law other remedy now or in equity, that is permitted by applicable law and that may appear necessary or desirable hereafter available to enforce or to protect any of its rights Landlord under the Property Schedule laws or judicial decisions of the State of Florida. (e) Tenant hereby irrevocably waives any right to service of notice of eviction or default as may be required by this lease and/or Florida law (without limitation, a three-day notice under §83.20(2), Fla. Stat.). (f) Upon any Event of Default, Tenant shall pay to Landlord all costs incurred by Landlord (including court costs and reasonable attorney’s fees and expenses at all tribunal levels) in (1) obtaining possession of the Premises, (2) removing, storing and/or disposing of Tenant’s or any other occupant’s property, (3) repairing and restoring the Premises, (4) if Tenant is dispossessed of the Premises and this Agreement. Notwithstanding Lease is not terminated, reletting all or any part of the foregoingPremises (including brokerage commissions, if cost of tenant finish work, and other costs incidental to such reletting, including, without limitation, commercially reasonable costs, consistent with the proceeds are insufficient class of the Building and consistent with comparable buildings in the location generally near the Building of altering, remodeling, or otherwise putting the Premises into condition acceptable to pay items a new tenant based on the condition of the Premises as surrendered by Tenant to Landlord, and taking into account then existing leasehold improvements (i) to (iiiand the condition thereof) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (iithe Premises), to pay in whole the amounts for item (iii).;

Remedies on Default. Whenever any Event of Default exists with respect referred to a Property Schedule, Lessor in Section 10.1 hereof shall have happened and be subsisting, the rightIssuer, at its sole option without any further demand or noticethe Holder as assignee of the Issuer, to the extent permitted by law, may take any one or any combination more of the following remedial steps: (a) Without terminating the Property Schedule, and by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) Lessor may terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property Schedule; (d) Lessor may take any action, whatever action at law or in equity, that is permitted by applicable law and that equity or under the terms of this 2008 Lease may appear necessary or desirable to enforce collect the rents and other amounts payable by the Company hereunder then due or thereafter to become due, or to protect enforce performance and observance of any obligation, agreement, or covenant of the Company under this 2008 Lease; or (b) terminate, subject to the respective provisions concerning the priority and subordination of the Company’s option to purchase the Project that are set forth in the Option Agreement, this 2008 Lease and recover, as and for liquidated and agreed final damages for the Company’s default, all amounts that have theretofore become due plus an amount equal to all unpaid installments of Basic Rent, and if any statute or rule of law shall validly limit the amount of such liquidated final damages to less than the amount agreed upon, the Issuer shall be entitled to the maximum amount allowable under such statute or rule of law; no termination of this 2008 Lease pursuant to this Section shall relieve the Company from its rights obligations pursuant to Section 8.4 hereof. (c) any amounts of Basic Rent collected pursuant to action taken under this Section shall be applied in payment of the Property Schedule then-Outstanding Bond. Any amounts collected as Additional Rent shall be paid to the Person or Persons to whom such Additional Rent is due and owing hereunder. (d) Notwithstanding that this Agreement2008 Lease (except for Unassigned Rights) is to be assigned to the Holder, the Issuer shall be entitled to enforce this 2008 Lease if any Event of Default relates to such Unassigned Rights or exposes the Issuer, its assets (other than the Pledged Security) or its members, officers, employees or agents to any liability. The Holder shall be entitled to enforce the provisions hereof that affect its interests hereunder. Notwithstanding the foregoingforegoing and notwithstanding any statutory, if decisional, or other law to the proceeds are insufficient contrary, in no event shall the Issuer have any right to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii)terminate this 2008 Lease, to pay in whole enter upon or otherwise to obtain possession of the amounts for item (iii)Project, by reason of the occurrence of any Event of Default by the Company hereunder without the prior written consent of the Holder.

Remedies on Default. Whenever Upon the happening of any Event of Default exists with respect to a Property ScheduleDefault, Lessor Lender shall have the right, at its sole option without in addition to any further demand other rights or noticeremedies available to Lender under the Mortgage or any of the other Loan Documents or under applicable Law, to take exercise any one or any combination more of the following remedial stepsrights and remedies: (a) Without terminating the Property Schedule, and by written notice to Lessee, Lessor Lender may declare accelerate all Lease Payments and other amounts payable by Lessee thereunder to the end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments Borrower’s Obligations under the Property Schedule from prior budget yearsLoan Documents whereupon such Obligations shall become immediately due and payable, and such amounts shall thereafter bear interest at the rate without notice of 12% per annum default, acceleration or the maximum rate permitted intention to accelerate, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind or character (all of which are hereby waived by applicable law, whichever is less;Borrower). (b) Lessor Lender may terminate apply to any court of competent jurisdiction for, and obtain appointment without bond of, a receiver for the Property. (c) Lender may set off the amounts due Lender under the Loan Documents, whether or not matured and regardless of the adequacy of any other collateral securing the Loan, against any and all accounts, credits, money, securities or other property of Borrower now or hereafter on deposit with, held by or in the possession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower. (d) Lender may enter into possession of the Property Scheduleand perform any and all work and labor necessary to complete any construction at the Property, may enter the premises where including any construction of tenant improvements, and to employ watchmen to protect the Property subject and the Improvements. All sums expended by Lender for such purposes shall be deemed to have been advanced to Borrower under the Property Schedule Note and shall be secured by the Mortgage. For this purpose, Borrower hereby constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution, which power is located coupled with an interest and retake possession cannot be revoked, to complete the work in the name of Borrower, and hereby empowers said attorney or attorneys, in the name of Borrower or Lender: (i) To use any funds of Borrower including any balance which may be held by Lender and any funds (if any) which may remain unadvanced hereunder for the purpose of completing any construction, including any construction of tenant improvements, whether or not in the manner called for in the applicable plans and specifications; (ii) To make such additions and changes and corrections to any plans and specifications as shall be necessary or desirable in the judgment of Lender to complete any construction, including any construction of tenant improvements; (iii) To employ such contractors, subcontractors, agents, architects and inspectors as shall be necessary or desirable for said purpose; (iv) To pay, settle or compromise all existing bills and claims which are or may be liens against the Property, or require Lessee, at Lessee's expense, to promptly return any may be necessary or all desirable for the completion of the Property work or the clearance of title to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (cv) By written notice to any escrow agent who is holding proceeds To execute all applications and certificates which may be required in the name of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of ▇▇▇▇▇▇'s obligations under the Property ScheduleBorrower; (dvi) Lessor To enter into, enforce, modify or cancel Leases and to fix or modify Rents on such terms as Lender may take any actionconsider proper; (vii) To file for record, at law Borrower’s cost and expense and in Borrower’s name, any notices of completion, notices of cessation of labor, or any other notices that Lender in equity, that is permitted by applicable law its sole and that absolute discretion may appear consider necessary or desirable to enforce protect its security; (viii) To prosecute and defend all actions or proceedings in connection with any construction at the Property, including any construction of tenant improvements, and to protect take such actions and to require such performance as Lender may deem necessary; and (ix) To do any of and every act with respect to any such construction which Borrower may do in its rights under the Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to pay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the amounts for item (iii)own behalf.