Common use of Remedies on Default Clause in Contracts

Remedies on Default. Whenever an Event of Default shall have happened and be existing, any one or more of the following remedial steps may be taken: (a) if acceleration of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation or agreement of the Company under those instruments. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03.

Remedies on Default. Whenever (a) Upon the occurrence and during the continuation of an Event of Default Default, the Lessor shall have happened and be existing, the right to terminate this Lease in its entirety at any one or more time by providing the Lessee with not less than five (5) days’ prior written notice of the following remedial steps may be taken: (a) if acceleration of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or such termination. (b) Upon the Issuer occurrence and during the continuation of an Event of Default, at the Lessor’s option, the Lessor may terminate the Lessee’s right to possession only, in which event the Lessee shall immediately surrender the Leased Premises to the Lessor, and if the Lessee fails to do so, the Lessor may, without prejudice to any other remedy which it may have for possession or arrearages in Rent, enter upon and take possession of the Trustee Leased Premises and expel or remove the Lessee and any other person who may pursue be occupying the Leased Premises or any part thereof, without being liable for prosecution or any claim or damages therefor. (c) Upon any termination of this Lease, whether pursuant to the foregoing Section 13.3(a) or otherwise, the Lessor may recover from the Lessee the following: (i) The worth at the time of award of any unpaid Rent which has been earned at the time of such termination; plus (ii) The worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; plus (iii) The worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; plus (iv) Any other amount necessary to compensate the Lessor for all remedies now the detriment proximately caused by the Lessee’s failure to perform its obligations under this Lease or hereafter existing at law which in the ordinary course of things would be likely to result therefrom, specifically including, but not limited to, brokerage commissions and advertising expenses incurred, expenses of remodeling the Leased Premises or any portion thereof for a new lessee, whether for the same or a different use, and any special concessions made to obtain a new tenant; and (v) At the Lessor’s election, such other amounts in addition to or in equity to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation or agreement lieu of the Company under those instruments. Notwithstanding the foregoing, the Trustee shall not foregoing as may be obligated permitted from time to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03applicable Law.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Event of Default shall have happened and be existingsubsisting, any one or more of the following remedial steps may be taken: : (a) if If acceleration of the principal amount of a series of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer or the Trustee shall declare all Installment Loan Payments to be immediately due and payable, payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable; or ; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation or agreement of the Company Borrower under those instruments. Notwithstanding the foregoing, the Trustee Issuer shall not be obligated to take any step that which in its reasonable opinion will 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 Trustee Issuer at no cost or expense to itthe Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03.

Remedies on Default. Whenever an Upon the happening of any Event of Default Default, Lender shall have happened and be existingthe right, in addition to any other rights or remedies available to Lender under the Security Instrument or any of the other Loan Documents or under applicable Law, to exercise any one or more of the following remedial steps may be taken: rights and remedies: (a) if acceleration Lender may accelerate all of Borrower's, Guarantor's and each Permitted Subsidiary's Obligations under the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payable, Loan Documents whereupon the same 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, Guarantor and each Permitted Subsidiary). (b) Lender may apply to any court of competent jurisdiction for, and obtain appointment without bond of, a receiver for any or all of the Issuer Properties. (c) Lender may set off the amounts due Lender under the Loan Documents against any and all accounts, credits, money, securities or the Trustee may pursue all remedies other property of Borrower, Guarantor and each Permitted Subsidiary now or hereafter existing at law on deposit with, held by or in equity the possession of Lender to collect all amounts then due the credit or for the account of Borrower, Guarantor and thereafter each Permitted Subsidiary, without notice to become due under this Agreement or to enforce the performance and observance consent of Borrower, Guarantor or any Permitted Subsidiary. (d) Lender may enter into possession of any other obligation or agreement all of the Company under those instruments. Notwithstanding Properties and perform any and all work and labor necessary to complete any then pending construction at any or all of the foregoingProperties, the Trustee shall not be obligated to take including any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected construction of tenant improvements pursuant to action taken under this Section (except executed Lease, and to employ watchmen to protect any or all of the Properties and the Improvements. All sums expended by Lender for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) such purposes shall be paid into deemed to have been advanced to Borrower under the Bond Fund Note and applied shall be secured by the Security Instrument. 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 (if any) which may remain unadvanced hereunder for the purpose of completing any such construction, including any construction of any such tenant improvements, whether or not in the manner called for in the applicable plans and specifications; (ii) To make such reasonable additions and changes and corrections to any plans and specifications as shall be necessary in the judgment of Lender to complete any construction, including any construction of tenant improvements in accordance with the provisions applicable Lease; (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 on commercially reasonable terms all existing bills and claims which are or may be liens against the Property, or may be necessary or desirable for the completion of the Indenture or, if work or the Outstanding Bonds have been paid clearance of title to the Property; (v) To execute all applications and discharged in accordance with the provisions of the Indenture, shall certificates which may be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts required in the Bond Fund. The provisions name of this Section are subject Borrower; (vi) To enter into, enforce, modify or cancel Leases and to the further limitation fix or modify Rents on such terms as Lender may consider proper; (vii) To file for record, at Borrower's cost and expense and in Borrower's name, any notices of completion, notices of cessation of labor, or any other notices that the rescission by the Trustee of Lender in its declaration that all of the Bonds are immediately due sole and payable also shall constitute an annulment of absolute discretion may consider necessary or desirable to protect its security; and (viii) To do any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default every other necessary act with respect to any such construction which Borrower may do in its own behalf. It is understood and agreed that declaration has been madethis 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, provided that no including any construction of tenant improvements, and to take such waiver or rescission shall extend actions and to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03require such performance as Lender may deem necessary.

Remedies on Default. Whenever an any Event of Default referred to in Section 7.1 hereof shall have happened occurred and be existingcontinuing, the Agency may take any one or more of the following remedial steps may be taken: steps: (a) The Agency may terminate this Agreement (with the effect that the term of this Agreement shall be deemed to have expired on such date of termination as if acceleration such date were the original expiration date of this Agreement) in which case this Agreement and all of the principal amount of a series of Bonds has estate, right, title and interest herein granted or vested in the Lessee shall cease and terminate, and upon any such termination and provided that any amounts due to the Agency under Section 4.3 or 8.5 hereof have been declared pursuant to Section 7.03 paid, the Agency shall convey all of the IndentureAgency’s right, title and interest in the Issuer or Facility to the Trustee Lessee, which the Agency may accomplish by executing and recording, at the sole cost and expense of the Lessee, a bargain and sale deed without covenants against grantors acts therefor as required by law, a bill of sale, and the Lessee hereby waives delivery and acceptance of such deed and bill of sale as a condition to its validity, and appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall declare all Installment Payments be deemed to be immediately due an agency coupled with an interest) with full power of substitution to file on its behalf all affidavits, questionnaires and payable, whereupon other documentation necessary to accomplish the same shall become immediately due and payable; or recording of such deed; (b) The Agency may bring an action for actual damages of the Issuer Agency, injunction or specific performance; (c) The Agency may thereafter suspend or terminate the Trustee Sales Tax Letter or require the Lessee and the Sublessee to surrender the Sales Tax Letter to the Agency for cancellation; (d) The Agency may pursue all remedies now or hereafter existing require the Lessee to make payments in lieu of real estate taxes under Section 4.3 hereof with respect to the Facility Realty in an amount equal to that amount which the Lessee would otherwise be required to pay if it were the owner of the Facility Realty; or (e) The Agency may take whatever action at law or in equity as may appear necessary or desirable to collect all amounts the Rental Payments then due and thereafter to become due under this Agreement due, or to enforce the performance and or observance of any other obligation obligations, agreements or agreement covenants of the Company Lessee under those instrumentsthis Agreement. Notwithstanding No action taken pursuant to this Section 7.2 (including termination of this Agreement pursuant to this Section 7.2 or by operation of law or otherwise) shall, except as expressly provided herein, relieve the foregoingLessee from the Lessee’s obligations hereunder, including without limitation, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions obligations of the Indenture or, if Lessee under Sections 4.3 (until such time as the Outstanding Bonds have been paid and discharged in accordance with Lessee shall again pay taxes as the provisions record owner of the IndentureFacility Realty), shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by the Trustee of its declaration that 6.2, 6.3, 8.5, 9.13 and 9.15 hereof, all of the Bonds are immediately due and payable also which shall constitute an annulment of survive any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03action.

Remedies on Default. Whenever an any Event of Default shall have happened occurred and be existingis continuing, the Issuer, with the consent of the Trustee, or the Trustee may take any one or more of the following remedial steps may be taken: (a) steps, but only if acceleration of the principal amount of a series of the Bonds has been declared pursuant to Section 7.03 6.02 of the Indenture: (a) By notice in writing to the Company, declare the Issuer or the Trustee shall declare all unpaid Installment Payments to be due and payable immediately, if concurrently with or prior to such notice the unpaid principal amount of the Bonds has been declared to be due and payable under the Indenture, and upon any such declaration the amounts payable under Sections 5.01 and 5.04 hereof shall become and shall be immediately due and payablepayable in the amount set forth in Section 6.02 of the Indenture; provided, whereupon however, that an Event of Default shall be deemed waived and a declaration accelerating payment of unpaid Installment Payments payable under this Agreement shall be deemed rescinded without further action on the same shall become immediately due and payable; part of the Trustee or the Issuer upon any rescission by the Trustee of the corresponding declaration of acceleration of the Bonds under Section 6.02 of the Indenture. (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing Whatever action at law or in equity may appear necessary or desirable to collect all the payment and other amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Company under those instrumentsthis Agreement. Notwithstanding In case the foregoingIssuer, with the consent of the Trustee, or the Trustee shall have proceeded to enforce its rights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Issuer and/or the Trustee, then and in every such case the Issuer, the Company and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Company and the Trustee shall continue as though no such proceeding had been taken. The Company covenants that, in case an Event of Default shall occur with respect to the payment of any Installment Payment payable under Sections 5.01 and 5.04 hereof, then, upon demand of the Trustee, the Company will pay to the Trustee the whole amount that then shall have become due and payable under said Sections 5.01 and 5.04, with interest (to the extent permitted by law) on such amount at the rate of interest borne by the Bonds at the time of such failure from the due date thereof until paid. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee shall not be obligated entitled and empowered to take institute any step that action or proceeding at law or in its reasonable opinion will equity for the collection of the sums so due and unpaid, and may prosecute any such action or might cause it proceeding to expend time judgment or money final decree, and may enforce any such judgment or otherwise incur liability unless final decree against the Company and until satisfactory indemnity has been furnished collect in the manner provided by law out of the property of the Company, the moneys adjudged or decreed to be payable. The remedies for any "Event of Default" under the Indenture shall be as specified in Article VI of the Indenture and are in addition to any remedies hereunder. In acting or omitting to act pursuant to the provisions of this Agreement, the Trustee shall be entitled to all of the rights, protections and immunities accorded to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions terms of the Indenture, shall be paid as provided including but not limited to those set out in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03Article VII thereof.

Remedies on Default. Whenever an In addition to any other rights a Participant may have under this Agreement or at law, if a Default Notice is given and if the Participant in default does not proceed in the manner contemplated in Section 12.4(b)(i) or (ii) hereof or if the Event of Default is not capable of remedy, the security constituted by Section 12.5 hereof shall become enforceable and the Participants not so in default (the “Non-defaulting Participants”) shall have happened and be existing, any one or more of the following remedial steps may be taken: rights and remedies: (a) if acceleration the Event of Default is of the principal amount nature referred to in Section 12.3(a) hereof or is another Event of a series of Bonds has been declared pursuant to Section 7.03 Default, the defaulting Participant shall, during the period of the Indenturecontinuance of the Event of Default: (i) have no right to attend meetings or to participate in decisions of the Management Committee or any subcommittee thereof, the Issuer or activities of which shall be conducted as if the Trustee only members of the Management Committee and of the subcommittees thereof were those Persons appointed to act as representatives of the Non-defaulting Participants and any decision made by such Persons shall declare all Installment Payments be deemed to have been duly made unless the Non-defaulting Participants can be shown to be immediately due and payable, whereupon acting contrary to reasonable financial or good Canadian mining practice; (ii) have no right to exercise any of the same shall become immediately due and payablerights to which it would otherwise have been entitled under Article 13 hereof; or and (iii) have no right to receive its share of minerals; (b) if the Issuer Event of Default is of the nature referred to in Section 12.3(a) hereof, the Non-defaulting Participants shall have the right from time to time to either elect to pay on behalf of the Participant in default or to advance to the Operator an amount equal to the Cost Share of the defaulting Participant or other payment in arrears. The Non-defaulting Participants shall make any such payment or advance in such proportions as they may agree or failing agreement pro rata according to their respective Participating Interests at the time. In any such case: (i) if a Non-defaulting Participant or the Trustee may pursue all remedies now Non-defaulting Participants elect to pay the Cost Share or hereafter existing at law or other payment in equity arrears (other than a payment in arrears to collect all amounts then due and thereafter to become due under this Agreement or to enforce which Section 12.6(b)(ii) applies or, in the performance and observance case of the MPV Group, a payment in arrears of any other obligation MPV Expenses or agreement any interest accrued thereon or included therein) of the Company under those instruments. Notwithstanding the foregoingdefaulting Participant on its behalf, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) amount of such payment shall be deemed to be a Joint Venture Expense contributed and paid into by the Bond Fund and applied Non-defaulting Participant the Participating Interest of the defaulting Participant shall be adjusted in accordance with the provisions of Section 7.1(b) hereof and the Indenture or, Non-defaulting Participants shall have no rights to be reimbursed by the Participant in default for such amounts; (ii) if the Outstanding Bonds have been Non-defaulting Participants elect to advance amounts to the Operator to fund payments in arrears, the defaulting Participant shall forthwith pay to the Non-defaulting Participants an amount equal to the amounts so advanced by them respectively plus interest at a variable nominal rate per annum equal on each day to LIBOR as then in effect plus 5% until the Prime Rate Date and from and after the Prime Rate Date Plus 4%, in each case compounded annually until paid both before and discharged after default and judgment provided that if applicable law requires that a lesser rate be paid such lesser rate shall apply; and (A) with or without taking possession, the Non-defaulting Participants shall be entitled to sell, free and clear of the Security Interest created under Section 12.5 but in accordance with the provisions terms of any other Security Interests created in accordance with this Agreement, all or part of the Indentureminerals pledged and charged by the defaulting Participant pursuant to Section 12.5(a) hereof, either as a whole or in separate parcels, in such manner, at such times and places and upon such terms and conditions as the Non-defaulting Participants shall determine; (B) with or without taking possession, the Non-defaulting Participants shall be entitled upon 90 days prior written notice given to the defaulting Participant, to sell free and clear of the Security Interest created under Section 12.5 but in accordance with the terms of any other Security Interests created in accordance with this Agreement all or an undivided part of the Participating Interest pledged and charged by the defaulting Participant pursuant to Section 12.5(b) hereof, in such manner, at such time and upon such terms and conditions as the Non-defaulting Participants shall determine; and (C) subject to clause (iv) of this Section 12.6(b), the net proceeds from any sale effected pursuant to this clause (ii) shall be applied to the extent required to discharge the payment obligations of the defaulting Participant hereunder and the balance, if any, of such proceeds shall be paid to the defaulting Participant; (iii) all monies paid or applied in satisfaction of amounts owing to the Non-defaulting Participants under this Section 12.6(b) shall be applied firstly to satisfy interest owing on the amounts advanced pursuant to Section 12.6(b)(ii) hereof and thereafter to such amounts so advanced; (iv) upon payment of all amounts owing by a defaulting Participant under this Section 12.6(b) and otherwise hereunder, the defaulting Participant shall cease to be a defaulting Participant and, to the extent of the Participating Interest (if any) of the defaulting Participant at such time, shall be paid entitled to resume full exercise of its rights hereunder, provided that such Participant is not otherwise in default hereunder in such manner that the rights and remedies contained in this Section 12.6 are then applicable; (c) subject as hereinafter provided in this Section 9.01 12.6(c), if the Event of Default is of the Indenture for transfers nature referred to in Sections 12.3(a), 12.3(b), 12.3(c) or 12.3(d) hereof, and if the Event of remaining amounts Default if capable of being remedied has not been remedied by or on behalf of the defaulting Participant within one hundred and eighty (180) days from the time when the remedies set forth in this Section 12.6 first become available or if the Bond FundEvent of Default is incapable of being remedied, then the Non-defaulting Participants shall have the right, to be exercised by written notice to the defaulting Participant at any time during the continuation of the Event of Default, to elect to purchase all of the Participating Interest of the defaulting Participant at a purchase price equal to 90% of the fair market value thereof as of the date of such notice, such fair market value to be established by agreement within 90 days from the giving of the notice or, failing agreement within those 90 days, as determined by the settlement of such disagreement in accordance with Article 15 hereof. The Non-defaulting Participants shall have the right to purchase the Participating Interest of the defaulting Participant in such proportions as they may agree or failing agreement, pro rata, according to their respective Participating Interests at the time. Any amounts which, as of the closing, are owing by the defaulting Participant to the Non-defaulting Participants in respect of any Cost Share or other expenses or costs incurred by the Non-defaulting Participants on behalf of the defaulting Participant relating to the Joint Venture or in respect of any other monies payable under this Agreement, shall be deducted from the purchase proceeds payable to the defaulting Participant under this Section 12.6(c). Such amount of the purchase proceeds shall be paid to the Non defaulting Participants and applied to such amounts owing to the Non-defaulting Participants in this Section 12.6(c). If notice under this Section 12.6(c) is given, the defaulting Participant shall sell its Participating Interest to the Non-defaulting Participant or Participants as contemplated herein and the provisions of this Section are subject 12.6(c) shall apply to the further limitation that purchase and sale. Notwithstanding Section 12.9 hereof, if the rescission by Non defaulting Participants proceed in 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 (a) of manner stated in this Section and a waiver and rescission 12.6(c), such Participants shall be deemed to have exercised the right contained herein in lieu of all other rights, at law or in equity, against the consequences of that declaration and defaulting Participant by reason of the Event of Default. The right of the Non-defaulting Participants contained in this Section 12.6(c) to purchase at a discount is not intended to impose a penalty upon the defaulting Participant, but rather all parties agree that the stated discount from fair market value is a genuine pre-estimate of the minimum liquidated damage which would be suffered by the Non-defaulting Participants in such event, bearing in mind the disruptive effect which a prolonged Event of Default with would have upon the Joint Venture. The following provisions shall also apply to this Section 12.6(c): (i) the Non-defaulting Participant or Participants shall pay the purchase proceeds payable to the defaulting Participant under this Section 12.6(c) by certified cheque or bank draft, or such other form of payment as is acceptable to all Persons concerned, at a closing to be held 45 business days after the determination of the purchase price; (ii) if any interest of the defaulting Participant in any agreement is assigned or transferred to one or both of the Non-defaulting Participants as a part of the transaction of sale under this Section 12.6, the defaulting Participant shall fulfill all of its obligations thereunder to the date of the closing and shall indemnify the Non-defaulting Participants in respect of all such obligations. The purchasing Non-defaulting Participant or Participants shall fulfill all obligations of the defaulting Participant under such agreements, which arise from and after the closing date, and shall indemnify the defaulting Participant in respect of all such obligations; (iii) at the closing, the defaulting Participant shall deliver such assignments, transfers and other assurances as may reasonably be required to which assure the Non-defaulting Participants that declaration the Participating Interest sold by the defaulting Participant has been madeconveyed, free and clear of all encumbrances, other than Security Interests created in accordance with this Agreement, and provided that if any mortgage, charge or lien in favour of a contractor in respect of the Property exists as of closing date, the Non-defaulting Participants shall be entitled to withhold from the amount otherwise payable to the defaulting Participant an amount equal to the defaulting Participant’s proportionate share on account of such mortgage, charge or lien (such sum referred to herein as the “Holdback”). Until disbursed or applied as provided for herein, the Non-defaulting Participants shall invest the Holdback in an interest-bearing account with a Schedule I Bank Act (Canada) chartered bank or in a short-term investment instrument issued by such a chartered bank or by a federal or provincial government in Canada as the Non-defaulting Participants may in its discretion determine. It is acknowledged that the Non-defaulting Participants shall have no such waiver liability for failing to obtain any specified rate or rescission shall extend minimum rate of return or to or affect any subsequent or other default or impair any right consequent obtain the highest rate of return available on the Holdback, its sole obligation being to account for interest actually earned thereon. Section 7.03For a period of five (5) years following the closing, the Non-defaulting Participants shall be entitled to set-off and deduct from the Holdback and apply such amounts as may be necessary from time to time to satisfy the defaulting Participant’s proportionate share of any such mortgage, charge or lien in favour of a contractor in respect of the Property. On the fifth anniversary of the closing, the Non-defaulting Participants shall pay to the defaulting Participant the balance remaining, if any, of the unapplied Holdback.

Remedies on Default. Whenever an any Event of Default shall have happened occurred and be existingshall continue, any one or more of the following remedial steps remedies may be taken: pursued: (a) if acceleration The Trustee may, and upon the written request of any Credit Provider or the holders of not less than 25% in aggregate principal amount of a series Bonds then outstanding, shall, by notice in writing delivered to the Borrower with copies of Bonds has been declared pursuant such notice being sent to Section 7.03 the City and each Credit Provider, declare the unpaid balance of the Indenture, loan payable under Section 4.2(a) of this Agreement and the Issuer or the Trustee shall declare all Installment Payments interest accrued thereon to be immediately due and payable, whereupon the same payable and such principal and interest shall thereupon become and be immediately due and payable; or . Upon any such acceleration, the Bonds shall be subject to mandatory redemption as provided in Section 4.01(b)(3) of the Indenture. After any such declaration of acceleration, the Trustee shall immediately take such actions as necessary to realize moneys under any Credit Facility. (b) The Trustee shall have access to and the Issuer right to inspect, examine and make copies of the books and records and any and all accounts, data and federal income tax and other tax returns of the Borrower. (c) The City or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity as may be necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Company Borrower under those instrumentsthis Agreement. Notwithstanding The provisions of clause (a) of the foregoingpreceding paragraph, however, are subject to the condition that if, at any time after the loan shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, there shall have been deposited with the Trustee a sum sufficient (together with any amounts held in the Bond Fund) to pay all the principal of the Bonds matured prior to such declaration and all matured installments of interest (if any) upon all the Bonds, with interest on such overdue installments of principal as provided herein, and the reasonable expenses of the Trustee, and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the holders of at least a majority in aggregate principal amount of the Bonds then outstanding, by written notice to the City and to the Trustee, may, on behalf of the holders of all the Bonds, rescind and annul such declaration and its consequences and waive such default; provided that no such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon; and provided further that there shall not be rescinded or annulled any such declaration which follows an event described in Section 6.1(d) without the written consent of the Credit Provider. In case the Trustee or the City shall have proceeded to enforce its rights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or the City, then, and in every such case, the Borrower, the Trustee and the City shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Borrower, the Trustee and the City shall continue as though no such action had been taken (provided, however, that any settlement of such proceedings duly entered into by the City, the Trustee or the Borrower shall not be disturbed by reason of this provision). In case the Borrower shall fail forthwith to pay amounts due by reason of this Section 6.2 upon demand of the Trustee, the Trustee shall not be obligated entitled and empowered to take institute any step that action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Borrower and collect in the manner provided by law the moneys adjudged or decreed to be payable. In case proceedings shall be pending for the bankruptcy or for the reorganization of the Borrower under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Borrower or in the case of any other similar judicial proceedings relative to the Borrower, or the creditors or property of the Borrower, then 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, 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 Borrower, its reasonable opinion will creditors or might cause it its property, and to expend time collect and receive any moneys or money other property payable or otherwise incur liability unless deliverable on any such claims, and until satisfactory indemnity has been furnished to distribute such amounts as provided in the Indenture after the deduction of its charges and expenses. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except any amount due it for amounts payable directly compensation and expenses, including expenses and fees of counsel incurred by it up to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions date of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03distribution.

Remedies on Default. Whenever an any Event of Default shall have happened and be existingcontinuing, any one or more the Trustee as assignee of the following remedial steps may be taken: (a) if acceleration Authority shall have the right, subject to all of the principal amount rights of a series of Bonds has been declared pursuant to Section 7.03 the Insurer set forth in Article XII of the Indenture, at its option and without any further demand or notice, but subject in all respects to the Issuer or provisions of Article VIII of the Trustee shall Indenture, to: (a) declare all principal components of the unpaid Installment Payments Payments, together with accrued interest thereon at the net effective rate of interest per annum then borne by the Outstanding Bonds from the immediately preceding Interest Payment Date on which payment was made, to be immediately due and payable, whereupon the same shall immediately become immediately due and payable; or ; (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all amounts the Installment Payments then due and or thereafter to become due under during the Term of this Agreement Installment Sale Agreement, or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Company District under those instrumentsthis Installment Sale Agreement; and (c) as a matter of right, in connection with the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and the Bond Owners hereunder, cause the appointment of a receiver or receivers of the Gross Revenues and other amounts pledged hereunder, with such powers as the court making such appointment shall confer. Notwithstanding The provisions of the foregoingpreceding clause (a), however, are subject to the condition that if, at any time after the principal components of the unpaid Installment Payments shall have been so declared due and payable pursuant to the preceding clause (a), and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the District shall deposit with the Trustee a sum sufficient to pay all principal components of the Installment Payments coming due prior to such declaration and all matured interest components (if any) of the Installment Payments, with interest on such overdue principal and interest components calculated at the rate of ten percent (10%) per annum and the reasonable fees and expenses of the Trustee (including any reasonable fees and expenses of its attorneys), and any and all other defaults known to the Trustee (other than in the payment of the principal and interest components of the Installment Payments due and payable solely by reason of such declaration) shall have been made good, then, and in every such case, with the written consent of the Trustee, shall rescind and annul such declaration and its consequences. However, no such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon. As provided in Section 8.6, the Trustee shall not be obligated required to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to exercise the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied remedies provided herein in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03.

Remedies on Default. Whenever an Event any event of Default default referred to in Section 10.1 hereof shall have happened and be existingsubsisting and subject to the provisions of this Section 10.2, the Issuer may take any one or more of the following remedial steps may be taken: steps: (a) if acceleration The Issuer may, at its option, declare all amounts payable under Section 5.3(a) hereof for the remainder of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer or the Trustee shall declare all Installment Payments Agreement Term to be immediately due and payable, whereupon the same shall become immediately due and payable. If the Issuer elects to exercise the remedy afforded in this Section 10.2(a) and accelerates all amounts payable under Section 5.3(a) hereof for the remainder of the Agreement Term, the amount then due and payable by the Lessee as accelerated rents shall be the sum of (1) the aggregate principal amount of the outstanding Bonds, and (2) all interest and redemption premium, if any, on the Bonds accruing to the date of such acceleration. Such sums as may then become payable shall be paid into the Bond Fund and after the Bonds and accrued interest thereon have been fully paid and any costs occasioned by such default have been satisfied, any excess moneys in the Bond Fund shall be returned to the Lessee as an overpayment of rents; provided, however, upon the occurrence of an event of default described in subsections (d) or (e) of Section 10.1 hereof, all amounts payable under Section 5.3(a) hereof for the remainder of the Agreement Term shall be deemed automatically accelerated without the necessity of any declaration or the taking of any other action whatsoever. (b) The Issuer or the Trustee may re-enter and take possession of the Project without terminating this Lease, 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 hereunder. (c) The Issuer may terminate the Lease Term, exclude the Lessee from possession of the Project and use its best efforts to lease the Project to another for the account of the Issuer, holding the Lessee liable for all rent and other payments due up to the effective date of such leasing. (d) In the event any of the Bonds shall at the time be outstanding and unpaid, the Issuer or the Trustee may pursue have access to and inspect, examine and make copies of all remedies now or hereafter existing books and records of the Lessee to the Project. (e) The Issuer may take whatever action at law or in equity may appear necessary or desirable to collect all amounts the rent then due and thereafter to become due under this Agreement due, or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Company Lessee under those instruments. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to itthis Lease. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been fully paid and discharged (or provision for payment thereof has been made in accordance with the provisions of the Indenture), to the Lessee. Notwithstanding anything else herein contained, the Issuer and the Trustee shall be paid as prohibited from accelerating rental payments hereunder and exercise any other rights or remedies provided in Section 9.01 herein, at law or otherwise, unless and until the Issuer or the Trustee shall have given the Lessee not less than thirty (30) days' prior written notice of its intent to declare an event of default, accelerate rental payments and/or exercise any such rights or remedies and the Indenture for transfers Lessee shall have failed to cure said event of remaining amounts in the Bond Fund. The provisions of this Section are subject default prior to the further limitation expiration of said 30-day period. Any such notice shall be a separate notice from any notice given pursuant to Section 10.1 hereof and shall specify with particularity the event or events of default that the rescission have occurred and are continuing and which actions are proposed to be taken by the Issuer and/or the Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute an annulment as a result of any corresponding declaration made pursuant to paragraph (a) such event of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03default.

Remedies on Default. Whenever an any Event of Default referred to in Section 7.1 hereof shall have happened occurred and be existingcontinuing, the Agency, or the Trustee where so provided, may, take any one or more of the following remedial steps may be taken: steps: (a) if acceleration of The Trustee, as and to the principal amount of a series of Bonds has been declared pursuant to Section 7.03 extent provided in Article VIII of the Indenture, may cause all principal installments of rent payable under Section 3.3 hereof for the Issuer or remainder of the Trustee shall declare all Installment Payments term of this Agreement to be immediately due and payable, whereupon the same same, together with the accrued interest thereon, shall become immediately due and payable; provided, however, that upon the occurrence of an Event of Default under Section 7.1(d) or (e) hereof, all principal installments of rent payable under Section 3.3 hereof for the remainder of the term of this Agreement, together with the accrued interest thereon, shall immediately become due and payable without any declaration, notice or other action of the Agency, the Trustee, the Holders of the Bonds or any other Person being a condition to such acceleration; (b) The Agency or the Issuer Trustee, may terminate this Agreement, provided however that no such termination of this Agreement shall relieve the Lessee of its liability and obligations hereunder and such liability and obligations shall survive any such termination; (c) The Agency or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity as may appear necessary or desirable to collect all amounts the rent then due and thereafter to become due due, or to enforce performance or observance of any obligations, agreements or covenants of the Lessee under this Agreement Agreement; (d) The Trustee may take any action permitted under the Indenture with respect to an Event of Default thereunder; and (e) The Agency, without the consent of the Trustee or any Bondholder or any other Person but with notice to the Trustee, may proceed to enforce the Agency's Reserved Rights by (i) an action for damages, injunction or specific performance, and/or (ii) taking whatever action at law or in equity as may appear necessary or desirable to collect payments of amounts due by the Lessee under the Agency's Reserved Rights or to enforce the performance and or observance of any other obligation obligations, covenants or agreement agreements of the Company Lessee under those instrumentsthe Agency's Reserved Rights and/or (iii) terminating the Agency's leasehold interest in the Facility to the Lessee, which termination, the Lessee hereby irrevocably agrees to execute and deliver to the Agency. In the event that the Lessee fails to make any rental payment required in Section 3.3 hereof, the installment so in default shall continue as an obligation of the Lessee until the amount in default shall have been fully paid. No action taken pursuant to this Section 7.2 (including repossession of the Facility or termination of this Agreement pursuant to this Section 7.2 or by operation of law or otherwise) shall, except as expressly provided herein, relieve the Lessee from the Lessee's obligations hereunder, all of which shall survive any such action. Notwithstanding the foregoing, prior to the earlier of the commencement of any legal proceedings by the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless foreclose the lien and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions security interest of the Indenture orin the Facility, and if the Outstanding Bonds have been paid and discharged in accordance with Event of Default shall be capable of being remedied by the provisions Lessee, the Lessee may, at any time, pay all accrued unpaid rentals (exclusive of any such rentals accrued solely by virtue of acceleration of the Indenture, shall be paid due date of the Bonds as provided in Section 9.01 7.01 of the Indenture for transfers of remaining Indenture), pay such other amounts in default hereunder, render such performance hereunder and otherwise fully cure all other defaults hereunder; and in such event, this Agreement shall be fully reinstated, as if it had never been terminated. If this Agreement shall be fully reinstated, upon written request by the Bond Fund. The provisions of this Section are subject Lessee to the further limitation that Agency and the rescission by Trustee, the Agency and the Trustee shall deliver to the Lessee a written confirmation 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03reinstatement.

Remedies on Default. Whenever an Subject to the provisions of Section 2.11 of the Indenture and the Subordination Agreement, whenever any Event of Default hereunder shall have happened occurred and be existingcontinuing, the Trustee or the County where so provided may take any one or more of the following remedial steps may be taken: steps: (a) if acceleration In the event any of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of shall at the Indenture, the Issuer or the Trustee shall declare all Installment Payments to time be immediately due Outstanding and payable, whereupon the same shall become immediately due and payable; or (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation or agreement of the Company under those instruments. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, the County or the Trustee may have access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of the Borrower. (b) The County or the Trustee may, without being required to give any notice (other than to the County or the Trustee, as applicable), except as provided herein, pursue all remedies of a creditor under the laws of the State, as supplemented and amended, or any other applicable laws. (c) The County or Trustee may take whatever action at law or in equity may appear necessary or desirable to collect the payments due under this Financing Agreement then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Financing Agreement. Any amounts collected pursuant to Article IV and any other amounts which would be applicable to payment of principal of and interest and any premium on the Bonds collected pursuant to action taken under this Section shall be paid as provided applied in Section 9.01 accordance with the provisions of the Indenture for transfers of remaining amounts in the Bond FundIndenture. The provisions of this Section are subject to 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 if, after any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default hereunder all amounts which would then be payable hereunder by the Borrower if such Event of Default had not occurred and was not continuing shall have been paid by or on behalf of the Borrower, and the Borrower shall have also performed all other obligations in respect of which it is then in default hereunder, and shall have paid the charges and expenses of the County and the Trustee, including attorneys’ fees paid or incurred in connection with respect to which that declaration has been madesuch default, provided that and if there shall then be no default existing under the Indenture, then and in every such case such Event of Default hereunder shall be waived and annulled, but no such waiver or rescission annulment shall extend to or affect any subsequent or other default Event of Default or impair any right consequent thereon. Section 7.03.

Remedies on Default. Whenever an Event any event of Default default under Section 9.1 of this Agreement shall have happened and be existingsubsisting, any one or more of the following remedial steps may be taken: (a) if acceleration of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the Indenture, ; provided that in no event shall the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation or agreement of the Company under those instruments. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that (except the Trustee shall take the actions necessary to make timely draws on the Letter of Credit or a Confirming Letter of Credit) which in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to it: (a) The Trustee shall, if acceleration is declared pursuant to Section 9.02 of the Indenture, declare all Loan Payments and Additional Payments payable hereunder for the remainder of the term of this Agreement to be immediately due and payable, whereupon the same shall become immediately due and payable. (b) In the event any of the Bonds shall at the time be outstanding and not paid and discharged in accordance with the provisions of the Indenture, the Trustee shall have access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of the Borrower, only, however, insofar as they pertain to the Project or Project Site or any portion thereof, or to the Borrower’s operations of the Project or at no cost the Project Site. (c) The Trustee shall, at the direction of the Bank, pursue all remedies of a creditor under the laws of the State. (d) The Trustee shall, at the direction of the Bank, take whatever action at law or expense in equity shall appear necessary or desirable to itcollect the Loan Payments and Additional Payments then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement. (e) The Trustee shall, at the direction of the Bank, exercise all remedies available under the Indenture. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of principal of and interest and any premium on the Bonds collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid first to the Bank in satisfaction of any obligations of the Borrower to the Bank under the Reimbursement Agreement, then as provided in Section 9.01 6.13 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by the Trustee or annulment of its a declaration that all of the Bonds outstanding under the Indenture are immediately due and payable shall also shall constitute an rescission or annulment of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that such declaration and of the Event event of Default default with respect to which that such declaration has had been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03.

Remedies on Default. Whenever an Event any event of Default default referred to in Section 9.l hereof shall have happened and be existingcontinuing, Issuer may take any one or more of the following remedial steps may be taken: steps: (a) if acceleration of By written notice to Company, Issuer may declare an amount equal to the principal amount of a series of and accrued interest on the 2001 Series A Bonds has been declared pursuant to Section 7.03 of then Outstanding, as defined in the Indenture, the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payablepayable under this Agreement, whereupon the same shall become immediately due and payable; or . (b) Issuer may have access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of Company. (c) Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all the amounts then due and thereafter to become due under this Agreement due, or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of Company under this Agreement, including, until the Release Date, any remedies available in respect of the Company under those instrumentsFirst Mortgage Bonds. Notwithstanding In case there shall be pending a proceeding of the foregoingnature described in Section 9.1(d) or (e) above, the Trustee shall not be obligated entitled and empowered, by intervention in such proceeding or otherwise, to take file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any step that 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 Trustee allowed in such judicial proceedings relative to 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 custodian (including, without limitation a receiver, trustee or liquidator) of Company appointed in connection with such proceedings is hereby authorized to make such payments to Trustee, and to pay to Trustee any amount due it for compensation and expenses, including reasonable opinion will or might cause counsel fees and expenses incurred by it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished up to the Trustee at no cost or expense to itdate of such distribution. Any amounts collected pursuant to action taken under this Section 9.2 (except for amounts payable directly other than the compensation and expenses referred to in the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04immediately prior sentence) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding 2001 Series A Bonds have been fully paid and discharged (or provision for payment thereof has been made in accordance with the provisions of the Indenture) and all reasonable and necessary fees and expenses of Trustee and any paying agents accrued and to accrue through final payment of the 2001 Series A Bonds, and all other liabilities of Company accrued and to accrue hereunder or under the Indenture through final payment of the 2001 Series A Bonds have been paid, such amounts so collected shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03Company.

Remedies on Default. Whenever an any Event of Default referred to in Section 7.1 hereof shall have happened occurred and be existingcontinuing, the Agency may take any one or more of the following remedial steps may be taken: steps: (a) The Agency may terminate this Agreement (with the effect that the term of this Agreement shall be deemed to have expired on such date of termination as if acceleration such date were the original expiration date of this Agreement) in which case this Agreement and all of the principal amount of a series of Bonds has estate, right, title and interest herein granted or vested in the Lessee shall cease and terminate, and upon any such termination and provided that any amounts due to the Agency under Section 4.3 or 8.5 hereof have been declared pursuant to Section 7.03 paid, the Agency shall convey all of the IndentureAgency’s right, title and interest in the Issuer or Facility to the Trustee Lessee, which the Agency may accomplish by executing and recording, at the sole cost and expense of the Lessee, a bargain and sale deed without covenants against grantors acts therefor as required by law, a ▇▇▇▇ of sale, and an assignment of leases and rents and the Lessee hereby waives delivery and acceptance of such deed and ▇▇▇▇ of sale as a condition to its validity, and appoints the Agency its true and lawful agent and attorney-in- fact (which appointment shall declare all Installment Payments be deemed to be immediately due an agency coupled with an interest) with full power of substitution to file on its behalf all affidavits, questionnaires and payable, whereupon other documentation necessary to accomplish the same shall become immediately due and payable; or recording of such deed; (b) The Agency may bring an action for actual damages of the Issuer Agency, injunction or specific performance; (c) The Agency may thereafter suspend or terminate the Trustee Sales Tax Letter or require the Lessee to surrender the Sales Tax Letter to the Agency for cancellation; (d) The Agency may pursue all remedies now or hereafter existing require the Lessee to make payments in lieu of real estate taxes under Section 4.3 hereof with respect to the Facility Realty in an amount equal to that amount which the Lessee would otherwise be required to pay if it were the owner of the Facility Realty; or (e) The Agency may take whatever action at law or in equity as may appear necessary or desirable to collect all amounts the Rental Payments then due and thereafter to become due under this Agreement due, or to enforce the performance and or observance of any other obligation obligations, agreements or agreement covenants of the Company Lessee under those instrumentsthis Agreement. Notwithstanding No action taken pursuant to this Section 7.2 (including termination of this Agreement pursuant to this Section 7.2 or by operation of law or otherwise) shall, except as expressly provided herein, relieve the foregoingLessee from the Lessee’s obligations hereunder, including without limitation, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions obligations of the Indenture or, if Lessee under Sections 4.3 (until such time as the Outstanding Bonds have been paid and discharged in accordance with Lessee shall again pay taxes as the provisions record owner of the IndentureFacility Realty), shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by the Trustee of its declaration that 6.2, 6.3, 8.5, 9.13 and 9.15 hereof, all of the Bonds are immediately due and payable also which shall constitute an annulment of survive any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03action.

Remedies on Default. Whenever an Upon any such Event of Default shall have happened and be existingat any time thereafter, any one the Secured Parties holding 50% or more of the following remedial steps may be taken: (a) if acceleration of the aggregate principal amount of a series of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer or the Trustee shall then outstanding may declare all Installment Payments obligations secured hereby to be immediately due and payablepayable without notice, whereupon protest, presentment or demand, all of which are hereby expressly waived by the Debtors, and may proceed to enforce payment of the same shall become immediately due and payable; or (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due exercise any and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation or agreement of the Company under those instruments. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by the Trustee of its declaration that all of the Bonds are immediately due rights and payable also shall constitute an annulment remedies set forth herein or provided by the law. The Secured Parties will give the Debtors reasonable notice of the time and place of any corresponding declaration made pursuant public sale of the Collateral or any part hereof or of the time after which any private sale or any other intended disposition thereof is to paragraph (a) be made. The requirements of reasonable notice shall be deemed met if such notice is mailed, postage prepaid, to the address of the Debtors shown at the head of this Section and a waiver and rescission Agreement at least ten (10) days before the time of the consequences sale or disposition, but nothing contained herein shall be construed to mean that any other notice or a shorter period of that declaration and time does not constitute reasonable notice for the sale of the Collateral or any part thereof. Expenses of retaking, holding, preparing for sale, selling or the like shall include the Secured Parties' reasonable counsel fees and legal expenses. Should an Event of Default with respect occur, the Debtors shall upon request by the Secured Parties assemble the Collateral or any designated part thereof and make it available to which that declaration has been madethe Secured Parties at such place as is designated by the Secured Parties. The Debtors shall pay the Secured Parties, provided that no such waiver on demand, any and all expenses, including all reasonable counsel fees and legal expenses incurred or rescission shall extend to paid by the Secured Parties in protecting or affect enforcing their rights, powers and remedies hereunder or under any subsequent other agreement between the parties or other default under any obligation secured hereby or impair any right consequent thereon. Section 7.03thereby.

Remedies on Default. Whenever an Event any event of Default default referred to in Section 9.l hereof shall have happened and be existingcontinuing, Issuer may take any one or more of the following remedial steps may be taken: steps: (a) if acceleration of By written notice to Company, Issuer may declare an amount equal to the principal amount of a series of and accrued interest on the 2001 Series B Bonds has been declared pursuant to Section 7.03 of then Outstanding, as defined in the Indenture, the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payablepayable under this Agreement, whereupon the same shall become immediately due and payable; or . (b) Issuer may have access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of Company. (c) Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all the amounts then due and thereafter to become due under this Agreement due, or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of Company under this Agreement, including, until the Release Date, any remedies available in respect of the Company under those instrumentsFirst Mortgage Bonds. Notwithstanding In case there shall be pending a proceeding of the foregoingnature described in Section 9.1(d) or (e) above, the Trustee shall not be obligated entitled and empowered, by intervention in such proceeding or otherwise, to take file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any step that 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 Trustee allowed in such judicial proceedings relative to 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 custodian (including, without limitation a receiver, trustee or liquidator) of Company appointed in connection with such proceedings is hereby authorized to make such payments to Trustee, and to pay to Trustee any amount due it for compensation and expenses, including reasonable opinion will or might cause counsel fees and expenses incurred by it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished up to the Trustee at no cost or expense to itdate of such distribution. Any amounts collected pursuant to action taken under this Section 9.2 (except for amounts payable directly other than the compensation and expenses referred to in the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04immediately prior sentence) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding 2001 Series B Bonds have been fully paid and discharged (or provision for payment thereof has been made in accordance with the provisions of the Indenture) and all reasonable and necessary fees and expenses of Trustee and any paying agents accrued and to accrue through final payment of the 2001 Series B Bonds, and all other liabilities of Company accrued and to accrue hereunder or under the Indenture through final payment of the 2001 Series B Bonds have been paid, such amounts so collected shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03Company.

Remedies on Default. Whenever an Event any event of Default default referred to in Section 10.1 hereof shall have happened occurred and be existingis continuing, the County, or the Trustee where so provided herein, may take any one or more of the following remedial steps may be taken: steps: (a) if acceleration The Trustee (acting as assignee of the principal amount County) or the County (in the event of a series failure of Bonds the Trustee to act under this paragraph unless the Trustee has been declared pursuant so directed by the Majority Bondholder), as and to Section 7.03 of the extent provided in the Indenture, may declare the Issuer or Loan Payments payable hereunder for the Trustee shall declare all Installment Payments remainder of the term of this Agreement to be immediately due and payable, whereupon the same shall become immediately due and payable; or . (b) The Trustee may take any action permitted under the Issuer Indenture with respect to an Event of Default thereunder. (c) The Trustee (acting as assignee of the County) or the County (in the event of a failure of the Trustee to act under this paragraph unless the Trustee has been so directed by the Majority Bondholder), as and to the extent provided in the Indenture, may pursue all remedies now or hereafter existing take whatever action at law or in equity as may appear necessary or desirable to collect all the amounts then due and thereafter to become due under this Agreement due, or to enforce the performance and or observance of any other obligation obligations, agreements or agreement covenants of the Company Borrower under those instrumentsthis Agreement. Whenever any event of default referred to in Section 10.1(D) or Section 10.1(E) hereof shall have occurred and is continuing, and the Borrower or BAG Holdings, as applicable, elects to repay such defaulted Indebtedness or Additional Parity Indebtedness, the Majority Bondholder may direct the Trustee to call all of the Series 2022 Bonds for redemption at a redemption price equal to 100% of the principal amount of each Series 2022 Bond redeemed plus any then-applicable premium and accrued interest to the redemption date. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished prior to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to exercise by the Issuer County or the Trustee of any remedy that would prevent the application of this paragraph, the Borrower may, at any time, pay all accrued payments hereunder (exclusive of any such payments accrued solely by virtue of declaration pursuant to Section 3.0510.2(a)) and fully cure all defaults, 4.02and in such event, 5.02 or 7.04) the Borrower shall be paid into fully reinstated to its position hereunder as if such event of default had never occurred. In the Bond Fund and applied event that the Borrower fails to make any payment required hereby, the payment so in accordance with the provisions default shall continue as an obligation of the Indenture or, if Borrower until the Outstanding Bonds amount in default shall have been paid and discharged fully paid. Any proceeds received by the County or the Trustee from the exercise of any of the above remedies, after reimbursement of any costs incurred by the County or the Trustee in connection therewith, shall be applied by the Trustee in accordance with the provisions of the Indenture. If the County or the Trustee shall have proceeded to enforce their rights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the County or the Trustee, then and in every such case, the Borrower, the County and the Trustee shall be paid as provided in Section 9.01 restored to their respective positions and rights hereunder, and all rights, remedies and powers of the Indenture for transfers of remaining amounts in Borrower, the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by County and 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that continue as though no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03proceedings had been taken.

Remedies on Default. Whenever an any Event of Default hereunder shall have happened occurred and be existingcontinuing, the Trustee or the Issuer where so provided may take any one or more of the following remedial steps may be taken: steps: (a) if acceleration of The Issuer shall cooperate with the principal amount of a series of Bonds has been declared Trustee as the Trustee acts pursuant to Section 7.03 6.02 of the Indenture, the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or . (b) In the Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of event any other obligation or agreement of the Company under those instruments. Notwithstanding Bonds shall at the foregoing, the Trustee shall time be Outstanding and not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, the Issuer or the Trustee may have access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of the Borrower. (c) The Issuer or the Trustee may, without being required to give any notice (other than to the Issuer or the Trustee, as applicable), except as provided herein, pursue all remedies of a creditor under the laws of the State, as supplemented and amended, or any other applicable laws. (d) The Issuer or Trustee may take whatever action at law or in equity may appear necessary or desirable to collect the payments due under this Junior Loan Agreement then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Junior Loan Agreement. Any amounts collected pursuant to Article IV and any other amounts which would be applicable to payment of principal of and interest and any premium on the Bonds collected pursuant to action taken under this Section shall be paid as provided applied in Section 9.01 accordance with the provisions of the Indenture for transfers of remaining amounts in the Bond FundIndenture. The provisions of this Section are subject to 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 if, after any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default hereunder all amounts which would then be payable hereunder by the Borrower if such Event of Default had not occurred and was not continuing shall have been paid by or on behalf of the Borrower, and the Borrower shall have also performed all other obligations in respect of which it is then in default hereunder, and shall have paid the reasonable charges and expenses of the Issuer and the Trustee, including reasonable attorneys’ fees paid or incurred in connection with respect to which that declaration has been madesuch default, provided that and if there shall then be no default existing under the Indenture, then and in every such case such Event of Default hereunder shall be waived and annulled, but no such waiver or rescission annulment shall extend to or affect any subsequent or other default Event of Default or impair any right consequent thereon. Section 7.03.

Remedies on Default. Whenever an any Event of Default referred to in Section 10.1 hereof shall have happened and be existingsubsisting, the Issuer, or the Holder as assignee of the Issuer, to the extent permitted by law, may take any one or more of the following remedial steps may be taken: steps: (a) if acceleration of the principal amount of a series of Bonds has been declared pursuant from time to Section 7.03 of the Indenturetime, the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity or under the terms of this Lease may appear necessary or desirable to collect all the rents and other amounts payable by the Company hereunder then due and or thereafter to become due under this Agreement due, or to enforce the performance and observance of any other obligation obligation, agreement, or agreement covenant of the Company under those instruments. Notwithstanding this Lease; or (b) terminate, subject to the foregoingrespective provisions concerning the priority and subordination of the Company’s option to purchase the Project that are set forth in the Option Agreement, this 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 Trustee Issuer shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished entitled to the Trustee at maximum amount allowable under such statute or rule of law; no cost or expense termination of this Lease pursuant to itthis Section shall relieve the Company from its obligations pursuant to Section 8.4 hereof. Any amounts of Basic Rent collected pursuant to action taken under this Section shall be applied in payment of the 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. Notwithstanding that this Lease (except for amounts payable directly Unassigned Rights) is to be assigned to the Holder, the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into entitled to enforce this Lease if any Event of Default relates to such Unassigned Rights or exposes the Bond Fund and applied in accordance with 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 of hereof that affect its interests hereunder. Notwithstanding the Indenture orforegoing and notwithstanding any statutory, if decisional, or other law to the Outstanding Bonds have been paid and discharged in accordance with contrary, but subject to the provisions of the Indenture, shall be paid as exception provided in Section 9.01 6.4(b) hereof, in no event shall the Issuer have any right to terminate this Lease or to enter upon or otherwise to obtain possession of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission Project, by the Trustee of its declaration that all reason of the Bonds are immediately due and payable also shall constitute an annulment occurrence of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03by the Company hereunder without the prior written consent of the Holder.

Remedies on Default. Whenever an Event of Default shall have happened and be existingsubsisting, any one either or more both of the following remedial steps may be taken: : (a) if acceleration of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the Indenture, the The Issuer or the Trustee shall declare all Installment Payments may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Company, only, however, insofar as they pertain to be immediately due and payable, whereupon the same shall become immediately due and payableProjects; or or (b) the The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect recover all amounts amounts, including all Loan Payments and Additional Payments, then due and thereafter to become due under this Agreement (including Loan Payments due upon tender for purchase or pursuant to acceleration), or to enforce the performance and observance of any other obligation or agreement of the Company under those instrumentsthis Agreement. Notwithstanding the foregoing, the Trustee Issuer shall not be obligated to take any step that which in its reasonable opinion will 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 Trustee Issuer at no cost or expense to itthe 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 (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission and annulment by the Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute an a rescission and annulment of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver rescission and rescission annulment of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission and annulment shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03.

Remedies on Default. Whenever an any Event of Default hereunder shall have happened occurred and be existingcontinuing, the Subordinate Trustee or the Issuer where so provided may take any one or more of the following remedial steps may be taken: steps: (a) if acceleration of The Issuer shall cooperate with the principal amount of a series of Bonds has been declared Subordinate Trustee as the Subordinate Trustee acts pursuant to Section 7.03 6.02 of the Subordinate Indenture, the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or . (b) In the Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of event any other obligation or agreement of the Company under those instruments. Notwithstanding Subordinate Bonds shall at the foregoing, the Trustee shall time be Outstanding and not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Subordinate Indenture, the Issuer or the Subordinate Trustee may have access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of the Borrower. (c) The Issuer or the Subordinate Trustee may, without being required to give any notice (other than to the Issuer or the Subordinate Trustee, as applicable), except as provided herein, pursue all remedies of a creditor under the laws of the State, as supplemented and amended, or any other applicable laws. (d) The Issuer or Subordinate Trustee may take whatever action at law or in equity may appear necessary or desirable to collect the payments due under this Subordinate Loan Agreement then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Subordinate Loan Agreement. Any amounts collected pursuant to Article IV and any other amounts which would be applicable to payment of principal of and interest on the Subordinate Bonds collected pursuant to action taken under this Section shall be paid as provided applied in Section 9.01 accordance with the provisions of the Indenture for transfers of remaining amounts in the Bond FundSubordinate Indenture. The provisions of this Section are subject to 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 if, after any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default hereunder all amounts which would then be payable hereunder by the Borrower if such Event of Default had not occurred and was not continuing shall have been paid by or on behalf of the Borrower, and the Borrower shall have also performed all other obligations in respect of which it is then in default hereunder, and shall have paid the reasonable charges and expenses of the Issuer and the Subordinate Trustee, including reasonable attorneys’ fees paid or incurred in connection with respect to which that declaration has been madesuch default, provided that and if there shall then be no default existing under the Subordinate Indenture, then and in every such case such Event of Default hereunder shall be waived and annulled, but no such waiver or rescission annulment shall extend to or affect any subsequent or other default Event of Default or impair any right consequent thereon. Section 7.03.

Remedies on Default. Whenever an Event of Default shall have happened and be existing, any one or more of the following remedial steps may be taken: : (a) if acceleration of the principal amount of a series of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or or (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation or agreement of the Company under those instruments. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its reasonable opinion will 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 Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03.

Remedies on Default. Whenever an Event of Default shall have happened and be existingcontinuing, any one or more of the following remedial steps may be taken: : (a) If and only if acceleration of the principal amount of a series of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer or the Trustee shall declare all Installment Loan Payments and Notes to be immediately due and payable, whereupon the same shall become immediately due and payable; or ; (b) The Bank or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; and (c) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement Agreement, the Letter of Credit or the Notes or to enforce the performance and observance of any other obligation or agreement of the Company Borrower under those instruments. Notwithstanding the foregoing, the Trustee Issuer shall not be obligated to take any step that which in its reasonable opinion will 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 Trustee Issuer at no cost or expense to itthe 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 (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03.

Remedies on Default. Whenever an Event of Default shall have happened and be existingsubsisting, any one or more of the following remedial steps may be taken: : (a) if If acceleration of the principal amount of a series of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer or the Trustee shall declare all Installment Loan Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or ; (b) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Company pertaining to the Project; or (c) The Issuer or the Trustee may pursue all those remedies (but only to the extent set forth in Section 4.1(a) above) now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement or the Security Agreement, or the Notes or to enforce the performance and observance of any other obligation or agreement of the Company under those instruments. Notwithstanding the foregoing, the Trustee Issuer shall not be obligated to take any step that which in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond or other assurances has been furnished to the Trustee Issuer at no cost or expense to itthe 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 (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of Article VIII of the Indenture or, if the Outstanding outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03.

Remedies on Default. Whenever an Event of Default shall have happened and be existing, (a) In case any one or more of the following remedial steps may Events of Default shall have occurred and be taken: (a) if acceleration continuing, and whether or not the maturity of the principal amount Loans shall have been accelerated pursuant hereto, the Administrative Agent may proceed to protect and enforce its rights and remedies under this Agreement, the Notes or any of a series the other Loan Documents by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of Bonds has been declared any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to Section 7.03 which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Indenture, the Issuer Agents or the Trustee shall declare all Installment Payments Lenders. No remedy herein is intended to be immediately due exclusive of any other remedy and payable, whereupon the same each and every remedy shall become immediately due be cumulative and payable; shall be in addition to every other remedy given hereunder or (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity or by statute or any other provision of law. If any Event of Default shall occur and be continuing, on the Business Day that the Lead Borrower receives notice from the Administrative Agent or the Required Revolving Credit Lenders demanding the deposit of cash collateral pursuant to collect all amounts then due this paragraph, the Borrowers shall deposit in the Cash Collateral Account an amount in cash equal to 103% of the Letter of Credit Outstandings as of such date plus any accrued and thereafter to become due unpaid interest thereon. Each such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the Obligations of the Borrowers under this Agreement or to enforce Agreement. The Collateral Agent shall have exclusive dominion and control, including the performance exclusive right of withdrawal, over such Cash Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and observance of any other obligation or agreement sole discretion of the Company under those instruments. Notwithstanding Collateral Agent at the foregoingrequest of the Lead Borrower and at the Borrowers’ risk and expense, the Trustee such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such Cash Collateral Account shall be obligated applied by the Collateral Agent to take any step that in its reasonable opinion will or might cause reimburse the Issuing Bank for payments on account of drawings under Letters of Credit for which it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has not been furnished reimbursed and, to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indentureextent not so applied, shall be paid as provided in Section 9.01 held first for the satisfaction of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by the Trustee of its declaration that all reimbursement obligations of the Bonds are immediately due Borrowers for the Letter of Credit Outstandings at such time and payable also shall constitute an annulment of any corresponding declaration made pursuant thereafter be applied to paragraph (a) of this Section and a waiver and rescission satisfy other Obligations of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03Borrowers under this Agreement.

Remedies on Default. Whenever an any Event of Default exists with respect to a Property Schedule, Lessor shall have happened and be existingthe right, at its sole option without any further demand or notice, to take one or more any combination of the following remedial steps may be taken: steps: (a) if acceleration Without terminating the Property Schedule, and by written notice to Lessee, Lessor may declare all Rental Payments and other amounts payable by Lessee thereunder to the end of the principal amount then-current budget year of a series Lessee to be due, including without limitation delinquent Rental Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of Bonds has been declared 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) defease the Property Schedule pursuant to Section 7.03 6.07, (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 IndentureProperty (including attorneys fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto; (c) By written notice to the Issuer Agent, if any, Lessor may instruct the Agent to apply all sums held by the Agent in any accounts relating to the Property Schedule under the applicable escrow or trust agreement as provided in the Trustee shall declare applicable escrow or trust agreement. (d) By written notice to any escrow agent (other than the Agent) who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all Installment Payments such proceeds and any earnings thereon to Lessor, such sums to be immediately due and payablecredited to payment of Lessee's obligations under the Property Schedule; (e) Lessor may take any action, whereupon the same shall become immediately due and payable; or (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity equity, that is permitted by applicable law and that may appear necessary or desirable to collect all amounts then due and thereafter to become due under this Agreement enforce or to enforce the performance and observance of protect any other obligation or agreement of the Company under those instruments. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by the Trustee of its declaration that all of rights under the Bonds are immediately due Property Schedule and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03Agreement.

Remedies on Default. (a) Whenever an Event of Default shall have happened and be existingsubsisting uncured, any one or more of the following remedial steps may be taken: : (ai) if If acceleration of the principal amount of a series of the Bonds has been declared pursuant to Section 7.03 11.2 of the Indenture, the Issuer or Trustee, by notice in writing to the Trustee Company, shall declare all Installment Loan Payments and amounts due on the Note to be immediately due and payable, whereupon the same shall become immediately due and payable; or and (bii) the Issuer The Authority or the Trustee may pursue any and all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation or agreement of the Company under those instrumentsthis Agreement and the Note. (b) The Company covenants that, in case it shall fail to pay or cause to be paid any Loan Payments or Purchase Payments as and when the same shall become due and payable whether at maturity or by acceleration or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee the whole amount that then shall have become due and payable hereunder; and, in addition thereto, such further amounts as shall be sufficient to cover the reasonable costs and expenses of collection, including a reasonable compensation to the Trustee, its agents and counsel, and any expenses or liabilities incurred by the Authority or the Trustee, including counsel fees and expenses. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid. (c) In case there shall be pending proceedings for the bankruptcy or reorganization of the Company under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the benefit of the creditors or the 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 due hereunder, including interest owing and unpaid in respect thereof, 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. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Authority or the Trustee, and to pay to the Authority or the Trustee any amount due it for compensation and expenses, including counsel fees and expenses incurred by it up to the date of such distribution. (d) Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that which in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity it has been furnished to the Trustee at no cost provided with security or expense indemnity satisfactory to it. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Debt Service collected pursuant to action taken under this Section (except for amounts payable directly to shall, after the Issuer or deduction of the Trustee pursuant to Section 3.05Trustee’s charges and expenses, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 6.2(e) of the Indenture for transfers of remaining amounts in the Bond Fund. . (e) The provisions of this Section are subject to the further limitation that the rescission annulment by the Trustee of its declaration pursuant to Section 11.2 of the Indenture that all of the Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph (aSection 6.2(a)(i) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, hereof; provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. . (f) If a waiver of any event of default under the Company Mortgage Bonds or any annulment or rescission of any acceleration of Company Mortgage Bonds occurs in accordance with the provisions of the Company Indenture, such waiver, annulment or rescission shall constitute an automatic waiver, annulment or rescission of the Event of Default described in Section 7.036.1(e) hereof and an automatic annulment and rescission of any resulting acceleration of the Note.

Remedies on Default. (a) Whenever an Event of Default shall have happened and be existingsubsisting, any one or more of the following remedial steps may be taken: : (ai) if If acceleration of the principal amount of a series of the Bonds has been declared pursuant to Section 7.03 of the IndentureStandard Provisions, the Issuer or the Trustee shall declare all Installment Loan Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or and (bii) the The Issuer or the Trustee may pursue any and all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement or the Letter of Credit or to enforce the performance and observance of any other obligation or agreement of the Company Borrower under those instrumentsthis Agreement. (b) The Borrower covenants that, in case it shall fail to pay or cause to be paid any Loan Payments or Purchase Payments as and when the same shall become due and payable whether at maturity or by acceleration or otherwise, then, upon demand of the Trustee, the Borrower will pay to the Trustee the whole amount that then shall have become due and payable hereunder; and, in addition thereto, such further amounts as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents and counsel, and any expenses or liabilities incurred by the Issuer or the Trustee. In case the Borrower shall fail forthwith to pay such amounts upon such demand, the Trustee shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid. (c) In case there shall be pending proceedings for the bankruptcy or reorganization of the Borrower under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the benefit of the creditors or the property of the Borrower, 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 due hereunder, including interest owing and unpaid in respect thereof, 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 Borrower, 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. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Issuer or the Trustee, and to pay to the Issuer or the Trustee any amount due it for compensation and expenses, including counsel fees incurred by it up to the date of such distribution. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that which in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until an indemnity bond satisfactory indemnity to the Trustee in its sole discretion has been furnished to the Trustee at no cost or expense to itthe Trustee. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Service collected pursuant to action taken under this Section (except for amounts payable directly to shall, after the Issuer or deduction of the Trustee pursuant to Section 3.05Trustee’s charges and expenses, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 Article X of the Indenture Standard Provisions for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission annulment 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 (aSubsection 7.2(a)(i) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, hereof; provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03.

Remedies on Default. Whenever an any Event of Default referred to in Section 7.1 hereof shall have happened occurred and be existingcontinuing, the Agency may take any one or more of the following remedial steps may be taken: steps: (a) The Agency may terminate this Agreement (with the effect that the term of this Agreement shall be deemed to have expired on such date of termination as if acceleration such date were the original expiration date of this Agreement) in which case this Agreement and all of the principal amount of a series of Bonds has estate, right, title and interest herein granted or vested in the Lessee shall cease and terminate, and upon any such termination and provided that any amounts due to the Agency under Section 4.3 or 8.5 hereof have been declared pursuant to Section 7.03 paid, the Agency shall convey all of the IndentureAgency’s right, title and interest in the Issuer or Facility to the Trustee Lessee, which the Agency may accomplish by executing and recording, at the sole cost and expense of the Lessee, a bargain and sale deed without covenants against grantors acts therefor as required by law, a ▇▇▇▇ of sale, and the Lessee hereby waives delivery and acceptance of such deed and ▇▇▇▇ of sale as a condition to its validity, and appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall declare all Installment Payments be deemed to be immediately due an agency coupled with an interest) with full power of substitution to file on its behalf all affidavits, questionnaires and payable, whereupon other documentation necessary to accomplish the same shall become immediately due and payable; or recording of such deed; (b) The Agency may bring an action for actual damages of the Issuer Agency, injunction or specific performance; (c) The Agency may thereafter suspend or terminate the Trustee Sales Tax Letter or require the Lessee and the Sublessee to surrender the Sales Tax Letter to the Agency for cancellation; (d) The Agency may pursue all remedies now or hereafter existing require the Lessee to make payments in lieu of real estate taxes under Section 4.3 hereof with respect to the Facility Realty in an amount equal to that amount which the Lessee would otherwise be required to pay if it were the owner of the Facility Realty; or (e) The Agency may take whatever action at law or in equity as may appear necessary or desirable to collect all amounts the Rental Payments then due and thereafter to become due under this Agreement due, or to enforce the performance and or observance of any other obligation obligations, agreements or agreement covenants of the Company Lessee under those instrumentsthis Agreement. Notwithstanding No action taken pursuant to this Section 7.2 (including termination of this Agreement pursuant to this Section 7.2 or by operation of law or otherwise) shall, except as expressly provided herein, relieve the foregoingLessee from the Lessee’s obligations hereunder, including without limitation, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions obligations of the Indenture or, if Lessee under Sections 4.3 (until such time as the Outstanding Bonds have been paid and discharged in accordance with Lessee shall again pay taxes as the provisions record owner of the IndentureFacility Realty), shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by the Trustee of its declaration that 6.2, 6.3, 8.5, 9.13 and 9.15 hereof, all of the Bonds are immediately due and payable also which shall constitute an annulment of survive any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03action.

Remedies on Default. Whenever an any Event of Default shall have happened and be existingcontinuing, the County shall have the rights, at its option and without any one further demand or more of the following remedial steps may be taken: notice to: (a) if acceleration declare all principal components of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 unpaid Installment Payments, together with all accrued and unpaid interest components of the Indenture, the Issuer or the Trustee shall declare all Installment Payments from the immediately preceding Installment Payment Date on which payment was made, to be immediately due and payable, whereupon the same shall immediately become immediately due and payable; or and, (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all amounts the Installment Payments then due and or thereafter to become due under during the Term of this Agreement Installment Sale Agreement, or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Company under those instruments. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken District under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond FundInstallment Sale Agreement. The provisions of this Section the preceding clause (a) are subject to the further limitation condition that if, at any time after the rescission by the Trustee of its declaration that all principal components of the Bonds are immediately unpaid Installment Payments shall have been so declared due and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph the preceding clause (a), and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the District shall deposit with the County a sum sufficient to pay all principal components of the Installment Payments coming due prior to such declaration and all matured interest components (if any) of this the Installment Payments, with interest on such overdue principal and interest components calculated at the rate set forth in Section 3.4(c) and a waiver and rescission the reasonable expenses of the consequences County (including any fees and expenses of that its attorneys), and any and all other defaults known to the County (other than in the payment of the principal and interest components of the Installment Payments due and payable solely by reason of such declaration) shall have been made good, then, and in every such case, the County may, by written notice to the District rescind and annul such declaration and of the Event of Default with respect to which that declaration has been madeits consequences. However, provided that no such waiver or rescission and annulment shall extend to or shall affect any subsequent default, or other default shall impair or impair exhaust any right or power consequent thereon. Section 7.03.

Remedies on Default. Whenever an any Event of Default referred to in Section 9.1 hereof shall have happened and be existingcontinuing, the Trustee may take any one or more of the following remedial steps may be taken: steps: (a) if acceleration By written notice to the Company, the Trustee, on behalf of the Issuer, may declare an amount equal to the principal amount of a series of and accrued interest on the 2016 Series A Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer or the Trustee shall declare all Installment Payments then Outstanding to be immediately due and payablepayable under this Agreement, whereupon the same shall become immediately due and payable; or . (b) The Trustee, on behalf of the Issuer or Issuer, may have access to and inspect, examine, and make copies of the Trustee books and records and any and all accounts, data, and income tax and other tax returns of the Company. (c) The Trustee, on behalf of the Issuer, may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all the amounts then due and thereafter to become due under this Agreement due, or to enforce the performance and observance of any other obligation obligation, agreement, or agreement covenant of the Company under those instrumentsthis Agreement, including any remedies available in respect of the First Mortgage Bonds. Notwithstanding In case there shall be pending a proceeding of the foregoingnature described in Section 9.1(c) or (d) hereof, the Trustee shall not be obligated entitled and empowered, by intervention in such proceeding or otherwise, to take file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any step that 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 reasonable opinion will creditors, or might cause it its property, and to expend time collect and receive any moneys or money other property payable or otherwise incur liability unless deliverable on any such claims, and until satisfactory indemnity has been furnished to distribute the same after the deduction of its charges and expenses; and any custodian (including a receiver, trustee, or liquidator) of the Company appointed in connection with such proceedings is hereby authorized to make such payments to the Trustee, and to pay to the Trustee at no cost or expense any amount due it for compensation and expenses, including reasonable counsel fees and expenses incurred by it up to itthe date of such distribution. Any amounts collected pursuant to action taken under this Section 9.2 (except for amounts payable directly other than the compensation and expenses referred to in the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04immediately prior sentence) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding 2016 Series A Bonds have been fully paid and discharged (or provision for payment thereof has been made in accordance with the provisions of the Indenture) and all reasonable and necessary fees and expenses of the Trustee and any paying agents accrued and to accrue through final payment of the 2016 Series A Bonds, and all other liabilities of the Company accrued and to accrue hereunder or under the Indenture through final payment of the 2016 Series A Bonds have been paid, such amounts so collected shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03Company.

Remedies on Default. (a) Whenever an Event of Default shall have happened and be existingsubsisting uncured, any one or more of the following remedial steps may be taken: : (a1) if If acceleration of the principal amount of a series of the Bonds has been declared pursuant to Section 7.03 11.02 of the Indenture, the Issuer or Trustee, by notice in writing to the Trustee Company, shall declare all Installment Loan Payments and amounts due on the Note to be immediately due and payable, whereupon the same shall become immediately due and payable; or and (b2) the Issuer The Authority or the Trustee may pursue any and all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation or agreement of the Company under those instrumentsthis Agreement and the Note. (b) The Company covenants that, in case it shall fail to pay or cause to be paid any Loan Payments or Purchase Payments as and when the same shall become due and payable whether at maturity or by acceleration or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee the whole amount that then shall have become due and payable hereunder; and, in addition thereto, such further amounts as shall be sufficient to cover the reasonable costs and expenses of collection, including a reasonable compensation to the Trustee, its agents and counsel, and any expenses or liabilities incurred by the Authority or the Trustee, including counsel fees and expenses. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid. (c) In case there shall be pending proceedings for the bankruptcy or reorganization of the Company under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the benefit of the creditors or the 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 due hereunder, including interest owing and unpaid in respect thereof, 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. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Authority or the Trustee, and to pay to the Authority or the Trustee any amount due it for compensation and expenses, including counsel fees and expenses incurred by it up to the date of such distribution. (d) Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that which in its reasonable opinion will 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 Trustee at no cost or expense to itthe Trustee. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Debt Service collected pursuant to action taken under this Section (except for amounts payable directly to shall, after the Issuer or deduction of the Trustee pursuant to Section 3.05Trustee’s charges and expenses, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 6.02(e) of the Indenture for transfers of remaining amounts in the Bond Fund. . (e) The provisions of this Section are subject to the further limitation that the rescission annulment by the Trustee of its declaration pursuant to Section 11.02 of the Indenture that all of the Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, Subsection 6.2(a)(1); provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. . (f) If a waiver of any event of default under the Senior Secured Bonds or any annulment or rescission of any acceleration of Senior Secured Bonds occurs in accordance with the provisions of the Company Indenture, such waiver, annulment or rescission shall constitute an automatic waiver, annulment or rescission of the Event of Default described in Section 7.036.1(d) hereof and an automatic annulment and rescission of any resulting acceleration of the Note.

Remedies on Default. (1) Whenever an any Event of Default shall have happened and be existingoccurred, the Issuer, the LOC Bank or the Trustee may take, to the extent permitted by law, any one or more of the following remedial steps may be taken: steps: (a1) if acceleration of declare, by written notice to the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the IndentureInstitution, the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid Lease Payments payable pursuant to Section 5.3(a) hereof in amount equal to the aggregate unpaid principal balance of all Bonds together with all interest that has accrued and will accrue thereon to the date of payment, and (B) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(v) hereof shall have occurred, such Lease Payments and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Institution or the taking of any other action by the Issuer, the Trustee or the LOC Bank; (b2) apply any undisbursed monies in the Project Fund, the Renewal Fund, and any other Fund or Account under the Indenture (other than those sums attributable to Unassigned Rights and except for the monies and investments from time to time in the Rebate Fund) to the payment of the outstanding principal amount of the Bonds and premium, if any, and accrued and unpaid interest on the Bonds; or (3) take any other action at law or in equity that may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder and to enforce the obligations, agreements or covenants of the Institution under this Lease Agreement. (2) Any sums payable to the Issuer as a consequence of any action taken pursuant to this Section 10.2 (other than those sums attributable to Unassigned Rights and except for monies on deposit in the Rebate Fund) shall be paid to the Trustee and applied to the payment of the Bonds. (3) No action taken pursuant to this Section 10.2 shall relieve the Institution from its obligation to make all payments required by Section 5.3 hereof. (4) The Institution shall have the right upon notice to the Issuer and the Trustee to enter the Facility with agents or representatives of the Issuer and the Trustee to remove any equipment or other personalty owned by the Institution if such equipment or personalty is not part of the Facility. (5) The Issuer, the LOC Bank and the Trustee shall have all of the rights, powers and remedies of a secured party under the Uniform Commercial Code of New York, including without limitation, the right to sell, lease or otherwise dispose of any or all of the Property subject to the security interests granted by the Institution to the Issuer and the Trustee pursuant to Section 5.7 of this Lease Agreement (the "Collateral"), and to take possession of the Collateral, and for that purpose Issuer or the Trustee may pursue all remedies now enter peaceably any premises on which the Collateral or hereafter existing at law any part thereof may be situated and remove the same therefrom, and the Institution will not resist or in equity to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation or agreement of the Company under those instrumentsinterfere with such action. Notwithstanding the foregoingThe Issuer, the Trustee shall not be obligated to take any step that in its reasonable opinion will LOC Bank or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense may require the Institution to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly assemble the Collateral and make it available to the Issuer at a place to be designated by the Issuer that is reasonably convenient to both parties. The Institution hereby agrees that its above-mentioned address and the place or places of location of the Collateral are places reasonably convenient to it to assemble the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Issuer, the LOC Bank or the Trustee pursuant will send the Institution reasonable notice of the time and place of any public sale or reasonable notice of the time after which any private sale or any other disposition thereof is to Section 3.05, 4.02, 5.02 or 7.04) be made. The requirement of sending reasonable notice shall be paid into met if such notice is mailed, postage prepaid, to the Bond Fund and applied in accordance with Institution at least ten (10) Business Days before the provisions time of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver sale or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03disposition.

Remedies on Default. Whenever an Subject to Section 7.1 hereof, whenever any Loan Default Event of Default shall have happened occurred and shall be existing, any one or more of the following remedial steps may be taken: continuing. (a) The Trustee, by written notice to the Issuer, the Company and the Credit Provider, if acceleration any, shall declare the unpaid balance of the loan payable under Section 4.2(a) of this Agreement to be due and payable immediately, provided that concurrently with or prior to such notice the unpaid principal amount of a series of the Bonds has shall have been declared pursuant to Section 7.03 of be due and payable under the Indenture, the Issuer or the Trustee . Upon any such declaration such amount shall declare all Installment Payments to become and shall be immediately due and payable, whereupon payable as determined in accordance with Section 7.1 of the same shall become immediately due and payable; or Indenture. (b) The Trustee may have access to and may inspect, examine and make copies of the books and records and any and all accounts, data and federal income tax and other tax returns of the Company. (c) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity as may be necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Company under those instruments. Notwithstanding the foregoingthis Agreement. (d) If applicable, the Trustee shall not be obligated to take immediately draw upon any step that in Letter of Credit, if permitted by its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless terms and until satisfactory indemnity has been furnished to required by the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to terms of the Issuer or Indenture, and apply the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied amount so drawn in accordance with the provisions Indenture and may exercise any remedy available to it thereunder. In case the Trustee, the Credit Provider, if any, or the Issuer shall have proceeded to enforce its rights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee, the Credit Provider, if any, or the Issuer, then, and in every such case, the Company, the Trustee, the Credit Provider, if any, and the Issuer shall be restored respectively to their several positions and rights under this Agreement, and all rights, remedies and powers of the Indenture orCompany, the Trustee, the Credit Provider, if any, and the Outstanding Issuer shall continue as though no such action had been taken. The Company covenants that, in case a Loan Default Event shall occur with respect to the payment of any Loan Payment payable under Section 4.2(a) hereof, then, upon demand of the Trustee, the Company will pay to the Trustee the whole amount that then shall have become due and payable under said Section, with interest on the amount then overdue at the rate then borne by the Bonds on the day prior to the occurrence of such default. In the case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee shall be entitled and empowered to institute any action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company and collect in the manner provided by law the moneys adjudged or decreed to be payable. In case proceedings shall be pending for the bankruptcy or for the reorganization of the Company under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been paid and discharged in accordance with appointed for the provisions property of the IndentureCompany or in the case of any other similar judicial proceedings relative to the Company, or the creditors or property of the Company, then the Trustee shall be paid 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, 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 such amounts as provided in Section 9.01 of the Indenture for transfers after the deduction of remaining amounts in the Bond Fund. The provisions of this Section are subject its reasonable charges and expenses to the further limitation that the rescission extent permitted by the Indenture. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee and the Issuer any amount due each of its declaration that all them for their respective reasonable compensation and expenses, including reasonable expenses and fees of counsel incurred by each of them up to the Bonds date of such distribution. In the event the Trustee incurs expenses or renders services in any proceedings which result from a Loan Default Event under Section 7.1(d) hereof, or from any default which, with the passage of time, would become such Loan Default Event, the expenses so incurred and compensation for services so rendered are immediately due and payable also shall intended to constitute an annulment expenses of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of administration under the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver Bankruptcy Code or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03equivalent law.

Remedies on Default. Whenever an any Event of Default hereunder shall have happened occurred and be existingis continuing, any one or more of the Trustee shall have the following remedial steps may be taken: rights and remedies: (a) if The Trustee may, and upon request of holders of 25% of outstanding principal amount of Bonds, regardless of whether there has been an acceleration of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of under the IndentureIndenture shall, the Issuer or the Trustee shall declare all Installment Payments amounts payable as principal and interest on the Notes to be immediately due and payable, whereupon the same shall become immediately due and payable; payable with a 5% premium due and payable thereon, provided, however, that no such premium shall be payable unless such Event of Default and acceleration shall be for the purpose of or have the result of accomplishing a sale of the Project, either by or on behalf of the Company, not initiated by the Trustee or a refinancing of the Project or in conjunction with the transfer of the Project to any person or entity related to, or any one or more of the stockholders, partners or members of which are related to, the Company, its general partner, or any partner of its general partner. (b) the Issuer or the The Trustee may pursue inform the Deed of Trust Trustees of the Event of Default and pursuant to the Deed of Trust instruct the Deed of Trust Trustees to enter, take possession of and sell, lease, rent or otherwise transfer or use all remedies now or hereafter existing any part of the Project. (c) The Trustee may have access to and inspect, examine and copy the financial books, records and accounts of the Company. (d) The Trustee may take whatever action at law or in equity may appear necessary or desirable to collect all the amounts then due and thereafter to become due under this Agreement or to enforce the observance or performance and observance of any other obligation covenant, condition or agreement of the Company under those instruments. Notwithstanding the foregoingNotes, this Loan Agreement, the Deed of Trust, the Security Agreement or the Assignment. (e) The Trustee may exercise all rights and remedies provided in the Deed of Trust. (f) The Trustee may provide for the satisfaction of any covenant on behalf of the Company, in which case the Trustee shall not be obligated entitled to take reimbursement for any step that expenses incurred in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished connection therewith plus interest at a rate equal to the applicable interest rate on the Notes plus 2%. (g) The Trustee at no cost or expense may arrange to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default receiver appointed with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03the Project.

Remedies on Default. Whenever Upon the occurrence and during the continuation of an Event of Default (other than an Event of Default described in Section 6.01(e) when the termination and acceleration described below shall have happened and be existingautomatic), any one or more the Lender shall (i) terminate all obligations of the following remedial steps may be taken: Lender to the Borrower, including, without limitation, all obligations to advance the Term Loan under this Agreement, (aii) declare the Note, including, without limitation, principal, accrued interest and costs of collection (including, without limitation, reasonable attorneys' fees if acceleration of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the Indenturecollected by or through an attorney at law or in bankruptcy, the Issuer receivership or the Trustee shall declare all Installment Payments to be other judicial proceedings) immediately due and payable, whereupon without presentment, demand, protest or any other notice of any kind, all of which are expressly waived. Upon the same shall become immediately due occurrence of an Event of Default and payable; acceleration of the Note as provided in (a) or (b) above, the Issuer or the Trustee Lender may pursue all remedies now any remedy available under this Agreement, under the Note, or hereafter existing under any other Loan Document, or available at law or in equity equity, all of which shall be cumulative. The order and manner in which the rights and remedies of the Lender under the Loan Documents and otherwise may be exercised shall be determined by the Lender. All payments with respect to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation or agreement of the Company under those instruments. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission received by the Trustee Lender after the occurrence 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect and acceleration of the Note shall be applied first, to which that declaration has been madethe costs and expenses actually incurred by the Lender, provided that no second, to the payment of accrued and unpaid fees of the Lender, third, to the payment of accrued and unpaid interest on the Note, to and including the date of such waiver application, fourth, to the unpaid principal of the Note, and fifth, to the payment of all other amounts then owing to the Lender under the Loan Documents. No application of the payments will cure any Event of Default or rescission shall extend to prevent acceleration, or affect any subsequent continued acceleration, of amounts payable under the Loan Documents or other default prevent the exercise, or impair any right consequent thereon. Section 7.03continued exercise, of rights or remedies of the Lender hereunder or under applicable law.

Remedies on Default. Whenever an any Event of Default referred to in Section 9.01 hereof shall have happened occurred and be existingcontinuing, the Issuer with the prior written consent of the Trustee, or the Trustee, may, to the extent permitted by law, take any one or more of the following remedial steps may be taken: steps: (a) if Declare an acceleration of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of payments payable under the IndentureNote and Sections 4.03(A), the Issuer or the Trustee shall declare all Installment Payments to be immediately (B) and (C) hereof due and payable, payable whereupon the same shall become immediately due and payable; payable without other or (b) further action on the part of the Issuer or the Trustee may pursue all remedies now Trustee, together with interest thereon (to the extent permitted by law) from the date due until the Bonds are paid in full at the Default Rate, provided, however, that if such declaration of acceleration of the Bonds shall thereafter be rescinded pursuant to the provisions of the Indenture, then the acceleration of the Financing Payments pursuant to this paragraph and payments of interest at the Default Rate shall likewise be deemed to be and shall be rescinded without other or hereafter existing further action on the part of the Issuer or the Trustee. (b) From time to time take whatever action at law or in equity may appear necessary or desirable to collect all the Financing Payments and any amount payable under the Note and any other amounts payable by the Company hereunder, then due and and/or thereafter to become due under this Agreement due, or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Company under those instrumentsthis Agreement or any of the other Company Financing Documents or the Indenture. Notwithstanding To the foregoingextent that such rights may lawfully be waived, neither the Company, nor anyone claiming by, through or under the Company, shall set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption laws now or hereafter in effect, in order to prevent or hinder the enforcement of this Agreement or the absolute sale of the Project, or any part thereof, or the possession thereof by any purchaser at any sale under this Article; and the Company, for itself and all who may claim under it, hereby waives, to the extent that it or they may now or hereafter lawfully do so, the Trustee benefit of all such laws and all such rights to which they may be entitled under the laws of the State of Florida. If any law in this Section referred to and now in force, of which the Company or its successor or successors might take advantage despite this Section, shall hereafter be repealed or cease to be in force, such law shall not thereafter be obligated deemed to take constitute any step that in its reasonable opinion will part of the contract herein contained or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to preclude the Trustee at no cost or expense to itapplication of this Section. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03.

Remedies on Default. Whenever Subject to the rights of any Bond Insurer or Bank (except in the event of an Insurer Default or Bank Default, respectively), whenever any Event of Default referred to in Section 6.1 hereof shall have happened occurred and be existing, any one or more of the following remedial steps may be taken: continuing, (a) if acceleration of The Trustee may, to the principal amount of a series of Bonds has been declared pursuant to extent and in the manner set forth in Section 7.03 9.02 of the Indenture, by notice in writing to the Issuer Borrower declare the unpaid indebtedness under Section 4.2(a) hereof to be due and payable immediately, if concurrently with or prior to such notice the Trustee unpaid principal amount of the Bonds shall declare all Installment Payments have been declared to be due and payable, and upon any such declaration the same (being an amount sufficient, together with other moneys available therefor in the Bond Fund, to pay the unpaid principal of and premium, if any, and interest accrued on the Bonds) shall become and shall be immediately due and payable, whereupon the same shall become immediately due and payable; or payable as liquidated damages. (b) the The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Agreement hereunder or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Company Borrower hereunder; provided, however, that nothing in Section 4.4 hereof shall be deemed to limit the rights of the Issuer under those instrumentsthis Section 6.2(b); provided, nevertheless, that the Issuer will not exercise any remedies, with respect to any of the Issuer’s rights assigned to the Trustee pursuant to Section 4.4 hereof unless, in the Issuer’s reasonable judgment and after written request to a Responsible Officer of the Trustee, the Trustee has failed to enforce such rights. Notwithstanding The Issuer has no obligation to take any action under this Section. (c) Upon the foregoingoccurrence of an Event of Default described in Section 6.1(a) hereof, the Trustee shall not be obligated immediately draw upon any Bond Insurance, Liquidity Facility or Letter of Credit, if permitted by the terms thereof and required by the terms of the Indenture, and apply the amount so drawn in accordance with the Indenture and may exercise any remedy available to take it thereunder. The provisions of clause (a) of the preceding paragraph are subject to the condition that if, at any step that in its time after the unpaid indebtedness under Section 4.2(a) hereof shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, there shall have been deposited with the Trustee a sum sufficient to pay all the principal of the Bonds matured prior to such declaration and all matured installments of interest (if any) upon all the Bonds, with interest on such overdue installments of principal as provided herein, and the reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless expenses of the Trustee and until satisfactory indemnity has been furnished the Issuer, and any and all other defaults known to the Trustee at (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Trustee shall, on behalf of the Owners of all the Bonds, with the consent of the Bank or the Bond Insurer, if any (except in the event of a Bank Default or Insurer Default), rescind and annul such declaration and its consequences and waive such default; provided that no cost such rescission and annulment shall extend to or expense shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon. In case the Trustee or the Issuer, as the case may be, shall have proceeded to itenforce its rights under this Agreement, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or the Issuer, then, and in every such case, the Borrower, the Trustee and the Issuer shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Borrower, the Trustee and the Issuer shall continue as though no such action had been taken. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) 6.2 shall be paid into the Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture orIndenture. No action taken pursuant to this Section 6.2 shall relieve the Borrower from the Borrower’s obligations pursuant to Section 4.2 hereof. No recourse shall be had for any claim based on this Agreement against any officer, if the Outstanding Bonds have been paid and discharged in accordance with the provisions director or shareholder, past, present or future, of the IndentureBorrower as such, either directly or through the Borrower, under any constitutional provision, statute or rule of law, or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise. Nothing herein contained, including, without limitation, the last two paragraphs of this Section 6.2, shall be paid construed to prevent the Issuer from enforcing directly any of its rights under Section 5.1 hereof and its Reserved Rights. In case proceedings shall be pending for the bankruptcy or for the reorganization of the Borrower under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Borrower or in the case of any other similar judicial proceedings relative to the Borrower, or the creditors or property of the Borrower, then 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, 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 Borrower, 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 such amounts as provided in Section 9.01 the Indenture after the deduction of its reasonable charges and expenses. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee any amount due if for reasonable compensation and expenses, including reasonable expenses and fees of counsel incurred by it up to the date of such distribution. Anything in this Agreement to the contrary notwithstanding, upon the occurrence and continuance of an Event of Default while Bond Insurance is in effect, except in the event of an Insurer Default, the Bond Insurer shall be entitled to control and direct the enforcement of all rights and remedies granted to the Issuer, the Bondholders or the Trustee for the benefit of the Indenture for transfers of remaining amounts Bondholders hereunder, including, without limitation: (i) the right to accelerate the payment, in the Bond Fund. The provisions of this Section are subject to 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 manner described in subsection (a) of this Section and a waiver and rescission 6.2, of the consequences Borrower’s indebtedness hereunder and (ii) the right to annul any declaration of that declaration acceleration relating to the Borrower’s indebtedness hereunder, and the Bond Insurer shall also be entitled to approve all waivers of Events of Default hereunder. Anything in this Agreement to the contrary notwithstanding, upon the occurrence and continuance of an Event of Default with respect while a Letter of Credit is in effect, except in the event of a Bank Default, the Bank shall be entitled to which that control and direct the enforcement of all rights and remedies granted to the Issuer, the Bondholders or the Trustee for the benefit of the Bondholders, including, without limitation: (i) the right to accelerate the payment, in the manner described in subsection (a) of this Section 6.2, of the Borrower’s indebtedness hereunder and (ii) the right to annul any declaration has been madeof acceleration relating to the Borrower’s indebtedness hereunder, provided that no such waiver or rescission and the Bank shall extend also be entitled to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03approve all waivers of Events of Default hereunder.

Remedies on Default. Whenever If there shall have occurred and be continuing an ------------------- Event of Default shall have happened and be existing, any one or more under the terms of the following remedial steps Loan Agreement, then the Lender shall, subject to any restrictions set forth in the Termination Agreement, have such rights and remedies with respect to the Collateral or any part thereof and the proceeds thereof as are provided by the Code and such other rights and remedies with respect thereto which it may be taken: (a) if acceleration of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing have at law or in equity to collect all amounts then due and thereafter to become due or under this Agreement or to enforce the performance and observance of any other obligation or agreement of the Company under those instruments. Notwithstanding the foregoingSecurity Agreement, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished including to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance extent not inconsistent with the provisions of the Indenture orCode or any other applicable Law, if the Outstanding Bonds right to take over and collect the Collateral which consists of amounts owing to Grantor to the extent not prohibited by applicable law. To this end, the Lender shall have been the right to (a) transfer all or any part of any of the Collateral into the Lender's name or into the name of its nominee or nominees and thereafter receive all cash, stock and other dividends or distributions paid or payable in respect thereof, and discharged otherwise act with respect thereto as the absolute owner thereof; (b) notify the obligors on any of the Collateral, whether accounts or otherwise, to make payment thereon directly to the Lender, whether or not the Grantor was theretofore making collections thereon; (c) take control of and manage the Collateral; (d) apply to the payment of the Secured Indebtedness, whether it be due and payable or not, any moneys, including cash dividends and income from the Collateral, now or hereafter in the hands of the Lender, on deposit or otherwise, belonging to Grantor, in accordance with Section 9 hereof; (e) endorse the provisions name of the Indenture, shall be paid as provided in Section 9.01 Grantor upon any checks or other evidences of payment or any document or instrument that may come into the possession of the Indenture Lender as proceeds of or relating to such Grantor's Collateral; (f) demand, ▇▇▇ for, collect, compromise and give acquittances for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject Collateral; (g) prosecute, defend or compromise any action, claim or proceeding with respect to the further limitation that Collateral; and (h) take such other action as the rescission by Lender may deem appropriate, including extending or modifying the Trustee terms of its declaration that all payment of the Bonds are immediately due and payable also shall constitute debtors of Grantor. In addition, upon the occurrence of an annulment of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default but subject to any restrictions set forth in the Termination Agreement, Grantor, at the request of the Lender, shall assemble all or any portion of the Grantor's Collateral at such locations as the Lender shall designate which are reasonably convenient to Grantor, and the Lender may sell, assign, give an option or options to purchase or otherwise dispose of all or any part of the Collateral at any public or private sale at such place or places and at such time or times and upon such terms, whether for cash or on credit, and in such manner, as the Lender may determine, and apply the proceeds so received in accordance with respect Section 9 hereof. Written notice of sale mailed by certified mail, return receipt requested, to which the Grantor, at least ten (10) days prior to such sale shall be deemed reasonable notice. In the event of a breach by Grantor in the performance of any of the terms of this Security Agreement, the Lender may demand specific performance of this Security Agreement and seek injunctive relief and may exercise any other remedy, available at law or in equity, it being recognized that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03the remedies of the Lender at law may not fully compensate the Lender for the damages it may suffer in the event of a breach hereof.

Remedies on Default. Whenever an Event of Default shall have happened and be existingsubsisting, any one or more of the following remedial steps may be taken: : (a) if If acceleration of the principal amount of a series of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer or the Trustee shall declare all Installment Loan Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or ; (b) The Issuer, the Bank or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (c) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement Agreement, the Credit Facility or the Note or to enforce the performance and observance of any other obligation or agreement of the Company Borrower under those instruments. Notwithstanding the foregoing, the Trustee Issuer shall not be obligated to take any step that which in its reasonable opinion will 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 Trustee Issuer at no cost or expense to itthe Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to the payment of Bond Service Charges collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 5.06 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03.

Remedies on Default. Whenever an Event of Default shall have happened and be existingremains uncured, any one or more of the following remedial steps may be taken: , which remedial actions shall be exercised by the Assignee pursuant to the Bond Assignment Agreement: (a) if acceleration The Lessor may terminate this Lease, and shall at the request of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the Indentureany Holder, the Issuer or the Trustee shall declare all Installment Rental Payments, together with any Additional Payments and other amounts payable hereunder to be immediately due and payable, whereupon the same shall become immediately due and payable; or ; (b) The Lessor may have access to and inspect, examine and make copies of the Issuer or books and records and any and all accounts, data and income tax and other tax returns of the Trustee Lessee, insofar as they pertain to the Project; and (c) The Lessor may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all the Rental Payments and Additional Payments and other amounts then due and thereafter to become due under this Agreement due, or to enforce the performance and observance of any other obligation or agreement of the Company Lessee, under those instrumentsthis Lease including, without limitation, actions to recover any amounts owed hereunder, actual damages suffered, and for specific performance or injunctive relief. Notwithstanding In the foregoingevent that, under the Trustee shall not be obligated above provisions of this Section 10.2, Lessor has the right to take any step that and does terminate this Lease, Lessee may, after such termination, and upon payment of the Lease Cessation Payment, require Lessor to transfer and convey all of its interest in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished the Project to the Trustee at no cost Lessee (or expense to itthe Lessee’s designee) in accordance with Section 9.3. Any amounts collected as or applicable to Rental Payments and any other amounts that would be applicable to payment of principal of and interest on the Bonds collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid to the Disbursing Agent for deposit into the Bond Fund and applied for application in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03Assignment Agreement.

Remedies on Default. Whenever an any Event of Default shall have happened and be existingcontinuing, any one or more the Trustee as assignee of the following remedial steps may be taken: (a) if acceleration Authority shall have the right, subject to all of the principal amount rights of a series of Bonds has been declared pursuant to Section 7.03 the Insurer set forth in Article XII of the Indenture, at its option and without any further demand or notice, but subject in all respects to the Issuer or provisions of Article VIII of the Trustee shall Indenture, to: (a) declare all principal components of the unpaid Installment Payments Payments, together with accrued interest thereon at the net effective rate of interest per annum then borne by the Outstanding Bonds from the immediately preceding Interest Payment Date on which payment was made, to be immediately due and payable, whereupon the same shall immediately become immediately due and payable; or ; (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all amounts the Installment Payments then due and or thereafter to become due under during the Term of this Agreement Installment Sale Agreement, or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Company City under those instrumentsthis Installment Sale Agreement; and (c) as a matter of right, in connection with the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and the Bond Owners hereunder, cause the appointment of a receiver or receivers of the Gross Revenues and other amounts pledged hereunder, with such powers as the court making such appointment shall confer. Notwithstanding The provisions of the foregoingpreceding clause (a), however, are subject to the condition that if, at any time after the principal components of the unpaid Installment Payments shall have been so declared due and payable pursuant to the preceding clause (a), and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the City shall deposit with the Trustee a sum sufficient to pay all principal components of the Installment Payments coming due prior to such declaration and all matured interest components (if any) of the Installment Payments, with interest on such overdue principal and interest components calculated at the rate of ten percent (10%) per annum and the reasonable fees and expenses of the Trustee (including any reasonable fees and expenses of its attorneys), and any and all other defaults known to the Trustee (other than in the payment of the principal and interest components of the Installment Payments due and payable solely by reason of such declaration) shall have been made good, then, and in every such case, with the written consent of the Trustee, shall rescind and annul such declaration and its consequences. However, no such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon. As provided in Section 8.6, the Trustee shall not be obligated required to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to exercise the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied remedies provided herein in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03.

Remedies on Default. Whenever an any Event of Default shall have happened occurred and be existing, any one or more of the following remedial steps may be taken: shall continue. (a) if acceleration of The Trustee, by written notice to the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the IndentureCompany, the Issuer or the Trustee shall declare all Installment Payments the amounts payable under Section 4.2(a) of this Agreement to be immediately due and payable, whereupon payable as set forth in Section 8.2 of the same shall become immediately due and payable; or Indenture. (b) The Trustee may have access to and may inspect, examine and make copies of the books and records and any and all accounts, data and federal income tax and other tax returns of the Company, subject to the limitations provided in Section 5.1. (c) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity as may be necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Company under those instrumentsthis Agreement. Notwithstanding In case the foregoingTrustee or the Issuer shall have proceeded to enforce its rights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or the Issuer, then, and in every such case, the Company, the Trustee and the Issuer shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the Trustee and the Issuer shall continue as though no such action had been taken. The Company covenants that, in case an Event of Default shall occur with respect to the payment of any Rental Payment payable under Section 4.2(a) hereof, then, upon demand of the Trustee, the Company will pay or cause to be paid to the Trustee the whole amount that then shall have become due and payable under said Section, with interest, to the extent permitted by law, on the amount then overdue at the rate of ten percent (10%) per annum until such amount has been paid. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee shall not be obligated entitled and empowered to take institute any step that action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company and collect in the manner provided by law the moneys adjudged or decreed to be payable. In case proceedings shall be pending for the bankruptcy or for the reorganization of the Company under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Company or in the case of any other similar judicial proceedings relative to the Company, or the creditors or property of the Company, then 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, 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 reasonable opinion will creditors or might cause it its property, and to expend time collect and receive any moneys or money other property payable or otherwise incur liability unless deliverable on any such claims, and until satisfactory indemnity has been furnished to distribute such amounts as provided in the Indenture after the deduction of its charges and expenses. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except any amount due it for amounts payable directly compensation and expenses, including expenses and fees of counsel incurred by it up to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions date of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03distribution.

Remedies on Default. Whenever an any Event of Default exists, Lessor shall have happened and be existingthe right, at its sole option without any further demand or notice, to take one or more any combination of the following remedial steps may be taken: steps: (a) if acceleration By written notice to ▇▇▇▇▇▇, Lessor may declare all Rental Payments payable by ▇▇▇▇▇▇ and other amounts payable by Lessee hereunder to the end of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer then current Original Term or the Trustee shall declare all Installment Payments Renewal Term to be immediately due and payable, whereupon the same shall become immediately due and payable; or ; (b) With or without terminating the Issuer Lease Term, Lessor may enter the premises where the Equipment is located and retake possession of such Equipment or require Lessee at Lessee’s expense to promptly return any or all of such Equipment to the Trustee possession of Lessor at such place within the United States as Lessor shall specify, and 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 then current Original Term or Renewal Term, as the case may pursue be, and (ii) the net proceeds of any such sale, leasing or subleasing (after deducting all expenses of Lessor in exercising its remedies now hereunder, including without limitation all expenses of taking possession, storing, reconditioning and selling or hereafter existing leasing such Equipment and all brokerage, auctioneer’s and attorney’s fees), subject, however, to the provisions of Section 3.03 of this Agreement. The exercise of any such remedies respecting any such Event of Default shall not relieve Lessee of any other liabilities hereunder or with respect to the Equipment; (c) Lessor may terminate the Escrow Agreement and apply any proceeds in the Escrow Account to the Rental Payments scheduled to be paid hereunder; and/or (d) Lessor may take whatever action at law or in equity as may appear necessary or desirable to collect all amounts then due and thereafter to become due enforce its rights under this Agreement or to enforce the performance and observance of Escrow Agreement or as a secured party in any other obligation or agreement of the Company under those instruments. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of Equipment or the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03Escrow Account.

Remedies on Default. Whenever Upon the occurrence and continuance of an Event of Default shall have happened the Agent may, and be existingat the request of the Required Lenders shall, by notice to the Borrowers, take any one or more all of the following remedial steps may be taken: actions, (ai) if acceleration of terminate the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of Revolving Credit Commitment, (ii) declare the IndentureTerm Loan Notes, the Issuer or the Trustee shall declare Revolving Credit Notes, all Installment Payments interest thereon and all other amounts payable under this Agreement to be immediately forthwith due and payable, whereupon the same Revolving Credit Commitment shall be terminated, the Term Loan Notes, the Revolving Credit Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrowers and (iii) proceed to enforce its and the Lenders' rights whether by suit in equity or by action at law, whether for specific performance of any covenant or agreement contained in this Agreement or any Loan Document, or in aid of the exercise of any power granted in either this Agreement or any Loan Document or proceed to obtain judgment or any other relief whatsoever appropriate to the enforcement of its and the Lenders' rights, or proceed to enforce any other legal or equitable right which the Agent or the Lenders may have by reason of the occurrence of any Event of Default hereunder or under any Loan Document, provided, however, upon the occurrence of an Event of Default referred to in Section 6.01(e), the Revolving Credit Commitment shall be immediately terminated, the Term Loan Notes, the Revolving Credit Notes, all interest thereon and all other amounts payable under this Agreement shall be immediately due and payable; payable without presentment, demand, protest or (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance further notice of any other obligation or agreement kind, all of which are hereby expressly waived by the Company under those instruments. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to itBorrowers. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly 6.02 shall be applied to the Issuer or payment of, first, any costs incurred by the Trustee pursuant Agent in taking such action, including but without limitation attorneys fees and expenses, second, to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions payment of the Indenture oraccrued interest on the Term Loan Notes and the Revolving Credit Notes and third, if the Outstanding Bonds have been paid and discharged in accordance with the provisions to payment of the Indenture, shall be paid as provided in Section 9.01 unpaid principal of the Indenture for transfers of remaining amounts in Term Loan Notes and the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03Revolving Credit Notes.

Remedies on Default. Whenever an any Event of Default shall have happened has occurred and be existingis continuing and subject to Section 10.3 hereof, the Lender/Grantor may take any one or more all of the following remedial steps actions as may be taken: appear necessary or desirable to collect the payments then due and to become due or to enforce performance of any obligations of the Borrower/Grantee in this Agreement: (a) if acceleration of the principal amount of File a series of Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer mandamus proceeding or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; other action or (b) the Issuer proceeding or the Trustee may pursue all remedies now or hereafter existing suit at law or in equity to compel the Borrower/Grantee to perform or carry out its duties under the law and the agreements and covenants required to be performed by it contained herein; (b) Terminate this Agreement; (c) Cease disbursing any further amounts from the Project Account; (d) Demand that the Borrower/Grantee immediately repay the Loan/Grant Amount or any portion thereof if such funds were not utilized in accordance with this Agreement; (e) File a suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Lender/Grantor; (f) Intervene in judicial proceedings that affect this Agreement or the Pledged Revenues; or (g) Cause the Borrower/Grantee to account as if it were the trustee of an express trust for all of the Pledged Revenues; (h) Take whatever other action at law or in equity may appear necessary or desirable to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation or agreement of the Company under those instruments. Notwithstanding the foregoing, the Trustee shall not be obligated to take its rights hereunder; or (i) Apply any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions Project Account toward satisfaction of any and all fees and costs incurred in enforcing the terms of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03Agreement.

Remedies on Default. Whenever an Event any event of Default default referred to in Section 10.1 hereof shall have happened and be existingsubsisting and subject to the provisions of this Section 10.2, the Issuer may take any one or more of the following remedial steps may be taken: steps: (a) if acceleration The Issuer may, at its option, declare all amounts payable under Section 5.3(a) hereof for the remainder of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer or the Trustee shall declare all Installment Payments Agreement Term to be immediately due and payable, whereupon the same shall become immediately due and payable. If the Issuer elects to exercise the remedy afforded in this Section 10.2(a) and accelerates all amounts payable under Section 5.3(a) hereof for the remainder of the Agreement Term, the amount then due and payable by the Lessee as accelerated rents shall be the sum of (1) the aggregate principal amount of the outstanding Bonds, and (2) all interest and redemption premium, if any, on the Bonds accruing to the date of such acceleration. Such sums as may then become payable shall be paid into the Bond Fund and after the Bonds and accrued interest thereon have been fully paid and any costs occasioned by such default have been satisfied, any excess moneys in the Bond Fund shall be returned to the Lessee as an overpayment of rents; provided, however, upon the occurrence of an event of default described in subsections (d) or (e) of Section 10.1 hereof, all amounts payable under Section 5.3(a) hereof for the remainder of the Agreement Term shall be deemed automatically accelerated without the necessity of any declaration or the taking of any other action whatsoever. (b) The Issuer or the Trustee may re-enter and take possession of the Project without terminating this Lease, 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 hereunder. (c) The Issuer may terminate the Lease Term, exclude the Lessee from possession of the Project and use its best efforts to lease the Project to another for the account of the Issuer, holding the Lessee liable for all rent and other payments due up to the effective date of such leasing. (d) In the event any of the Bonds shall at the time be outstanding and unpaid, the Issuer or the Trustee may pursue have access to and inspect, examine and make copies of all remedies now or hereafter existing books and records of the Lessee to the Project. (e) The Issuer may take whatever action at law or in equity may appear necessary or desirable to collect all amounts the rent then due and thereafter to become due under this Agreement due, or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Company Lessee under those instruments. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to itthis Lease. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been fully paid and discharged (or provision for payment thereof has been made in accordance with the provisions of the Indenture), to the Lessee. Notwithstanding anything else herein contained, the Issuer and the Trustee shall be paid as prohibited from accelerating rental payments hereunder and exercise any other rights or remedies provided in Section 9.01 herein, at law or otherwise, unless and until the Issuer or the Trustee shall have given the Lessee not less than thirty (30) days’ prior written notice of its intent to declare an event of default, accelerate rental payments and/or exercise any such rights or remedies and the Indenture for transfers Lessee shall have failed to cure said event of remaining amounts in the Bond Fund. The provisions of this Section are subject default prior to the further limitation expiration of said 30-day period. Any such notice shall be a separate notice from any notice given pursuant to Section 10.1 hereof and shall specify with particularity the event or events of default that the rescission have occurred and are continuing and which actions are proposed to be taken by the Issuer and/or the Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute an annulment as a result of any corresponding declaration made pursuant to paragraph (a) such event of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03default.

Remedies on Default. Whenever an any Event of Default shall have happened occurred and be existingcontinuing hereunder, the Issuer or the Trustee may take any one or more of the following remedial steps may be taken: steps: (a) if acceleration of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the Indenture, the The Issuer or the Trustee with the written consent of the Credit Provider (provided the Credit Provider is not in default of its obligation under the Letter of Credit) may exercise any right, power or remedy permitted to it by law as a holder of the Notes, and shall have in particular, without limiting the generality of the foregoing, the right to declare the entire principal and all Installment Payments unpaid interest accrued on the Notes to the date of such declaration and any premium the Borrower shall have become obligated to pay to be immediately due and payable, whereupon if concurrently with or prior to such notice the same shall become immediately unpaid principal of and all unpaid accrued interest and premium on the Bonds have been declared to be due and payable; payable under the Indenture, and upon such declaration the Notes 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 802 of the Indenture, without presentment, demand or protest, all of which is hereby expressly waived. The Borrower shall forthwith pay to the Trustee the entire principal of, premium, if any, and interest accrued on the Notes. (b) The Issuer or the Trustee, as applicable, shall waive, rescind and annul such declaration and the consequences thereof, when any declaration of acceleration on the Bonds has been waived, rescinded and annulled pursuant to and in accordance with Section 804 of the Indenture. (c) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Company Borrower under those instrumentsthis Agreement. Notwithstanding In case the foregoing, Issuer or the Trustee shall not be obligated have proceeded to take any step that in enforce its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken fights under this Section (except Agreement or the Notes, and such proceedings shall have been discontinued or abandoned for amounts payable directly 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 Borrower, the Issuer and the Trustee shall be restored respectively to their several positions and rights hereunder and under the Notes, and all rights, remedies and powers of the Borrower, the Issuer and the Trustee shall continue as though no such proceeding had been taken, except as provided for in any court order. In case there shall be pending proceedings for the bankruptcy of the Borrower under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Borrower, or in the case of any other similar judicial proceedings relative to the Borrower, or to the property of the Borrower, 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 Section 3.05this Agreement and the Notes and, 4.02in ease of any judicial proceedings, 5.02 to file such proofs of claim and other papers or 7.04) shall documents as may be paid into necessary or advisable in order to have the Bond Fund and applied in accordance with the provisions claims of the Indenture or, if the Outstanding Bonds have been paid and discharged Trustee allowed in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject such judicial proceedings relative to the further limitation that Borrower, 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 rescission by same after the deduction of 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 to the Trustee any amount due it for compensation and expenses, including reasonable attorneys’ fees incurred by it up to the date 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03distribution.

Remedies on Default. Whenever (A) Upon the occurrence of an Event of Default, the Pledgee shall be entitled to exercise all rights, remedies and powers provided or allowed by this Agreement, any other applicable agreement, the New York Uniform Commercial Code and any other applicable law. All such rights, remedies and powers shall be cumulative. The Pledgor waives any right to require a marshalling of assets in connection with any disposition of the Pledged Securities following an Event of Default and any right to require that resort be had to any other remedy to satisfy the Liabilities prior to realization on the Pledged Securities. If the Pledgee shall have happened and be existing, elect to dispose of any one or more of the Pledged Securities following remedial steps an Event of Default (whether by way of public or private sale or otherwise) and notice of such disposition is required by law to be given, the Pledgor agrees that 10 days' advance notice to it of such disposition shall constitute sufficient notice thereof. (B) Any sale of the Pledged Securities by the Pledgee following an Event of Default may be taken: (a) if acceleration public or private, at any exchange, broker's board of elsewhere, for cash or on credit or for future delivery, and at such price or prices, and on such terms, as the Pledgee may deem reasonable. Any sale hereunder may be conducted by an auctioneer or any officer, employee, attorney or agent of the principal amount Pledgee. To the extent permitted by applicable law, the Pledgee may be the purchaser of a series of Bonds has been declared pursuant to Section 7.03 all or any of the IndenturePledged Securities so sold. The Pledgee reserves the right to reject any and all bids at such sale which, in its sole discretion, it shall deem unacceptable. Any such sale may be held at such time or times and at such place or places as the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or (b) the Issuer or the Trustee Pledgee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation or agreement of the Company under those instrumentsdetermine. Notwithstanding the foregoing, the Trustee The Pledgee shall not be obligated to take make any step that such sale pursuant to any such notice. The Pledgee may adjourn any public or private sale from time to time by announcement at the proposed sale, and such sale may, without further notice, be made at the time and place to which the same may be so adjourned from time to time. (C) The Pledgor recognizes that, in its reasonable opinion taking action pursuant to this Section, the Pledgee may be restricted in effecting a public sale of all or of a part of the Pledged Securities by reason of certain requirements contained in the Securities Act of 1933, as amended, and the regulations thereunder, or any applicable State securities laws, and the Pledgee may deem it necessary or appropriate to resort to one or more private sales to a restricted group of purchasers who will or might cause it be obligated to expend time or money or otherwise incur liability unless agree, among other things, to acquire the Pledged Securities for their own account, for investment and until satisfactory indemnity has been furnished not with a view to the Trustee distribution or sale thereof. The Pledgor agrees that such private sales so made may be at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly prices and on other terms less favorable to the Issuer or Pledgor than if the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) Pledged Securities were sold at public sales. The Pledgor agrees that private sales made under the foregoing circumstances shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds deemed to have been paid and discharged made in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03commercially reasonable manner.

Remedies on Default. Whenever (i) When any Event of Default described in Section 9.1 hereof, except paragraphs (a), (b) and (g) thereof, has happened and is continuing, the holder or holders of at least 25% in principal amount of the Notes then outstanding may (in addition to any other right, power or remedy permitted to such holder or holders by law) declare the entire principal and all interest accrued on all the Notes, including any penalty interest on principal or interest, then outstanding to be forthwith due and payable, (ii) when any Event of Default described in paragraphs (a) or (b) of Section 9.1 hereof has happened and is continuing, any holder may (in addition to any other right, power or remedy permitted to such holder or holders by law) declare the entire principal and all interest accrued on all the Notes, including any penalty interest on principal or interest, then outstanding to be forthwith due and payable and (iii) when an Event of Default shall have happened and be existingdescribed in (g) of Section 9.1 hereof has happened, without any one notice or more of the following remedial steps may be taken: (a) if acceleration of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the Indentureother action by any holder, the Issuer entire principal and all interest accrued on all the Notes, including any penalty interest on principal or the Trustee interest then outstanding shall declare all Installment Payments to be immediately forthwith due and payable, whereupon the same shall become immediately due and payable; in all three cases, without any presentment, demand, protest or (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance other notice of any other obligation kind, all of which are hereby expressly waived. The Issuers will forthwith pay to the holder or agreement holders of all the Notes then outstanding the entire principal of and interest accrued on such Notes, including any penalty interest on principal or interest. When any Event of Default occurs with respect to any of the Company under those instruments. Notwithstanding the foregoingcovenants set forth in Sections 8.2 through 8.5 or 8.7 through 8.15 hereof, which Event of Default is directly related to, causes or is caused by, a Designated Event (as defined below), the Trustee shall not be obligated to take any step that in its reasonable opinion Issuers, upon demand by a holder or holders of the Notes, will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished pay to the Trustee at no cost holder or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to holders of the Issuer or the Trustee Notes a premium as calculated pursuant to Section 3.052.2 and the entire principal of and interest accrued on such Notes, 4.02, 5.02 including any penalty interest on principal or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03interest.

Remedies on Default. Whenever an Event In addition to any and all rights that the Mortgagee may have pursuant to the terms of Default shall have happened the Credit Agreement and be existingthe other Loan Documents, upon Default, the Mortgagee or Its representatives may do any one or more of the following remedial steps may be taken: following: (a) if acceleration Possession - take exclusive possession of the principal amount Mortgaged Property free and clear of a series of Bonds has been declared pursuant to Section 7.03 of the Indentureall Encumbrances, the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or other than Permitted Encumbrances; (b) Observe covenants - when and to such extent as the Issuer Mortgagee deems advisable, observe and perform or cause to be observed and performed any covenant, agreement, proviso or stipulation express or implied herein or do such other acts as are necessary to remedy the Trustee may pursue all remedies now Default; (c) Distress - at any time enter, seize and distrain upon the Mortgaged Property or hereafter existing at law or any part thereof, and by distress warrant recover by way of rent reserved as in equity to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance case of any other obligation or agreement a demise of the Company under those instruments. Notwithstanding Mortgaged Property as much of the foregoingIndebtedness, the Trustee Interest and Mortgagor’s Obligations as shall not from time to time be obligated to take any step that or remain in arrears and unpaid, together with all costs, charges and expenses attending such levy or distress as in like cases of distress for rent; (d) Collect Rents - when and so often as in its reasonable opinion will discretion it shall think fit, to deliver to any or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by the Trustee of its declaration that all of the Bonds are immediately due tenants, licensees or occupiers of the Mortgaged Property notices to pay all Rents to the Mortgagee and payable also to collect the Rents, and in addition, the Mortgagee or its representatives may enter upon the Mortgaged Property for the purpose of collecting the Rents and/or operating and maintaining the Mortgaged Property; the Mortgagee may perform all such acts, including any acts by way of enforcement of the covenants and the exercise of the rights contained in the Leases or otherwise, as may in the opinion of the Mortgagee be necessary or desirable for the proper operation and maintenance of the Mortgaged Property, which acts may be performed in the name of the Mortgagor or in the name in the Mortgagee, as in the absolute discretion of the Mortgagee, as it may see fit, provided however nothing herein contained shall constitute an annulment make the Mortgagee responsible for the collection of Rents or for the performance of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission covenants, terms or conditions contained in any of the consequences of that declaration Leases; (e) Inspect the Mortgaged Property - inspect and report upon the value, state and condition of the Event of Default with respect Mortgaged Property and employ a solicitor to which that declaration has been made, provided that no such waiver or rescission shall extend examine and report upon the title to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03.the Mortgaged Property;

Remedies on Default. Whenever an Event of Default shall have happened and be existing, any one or more of the following remedial steps may be taken: (a) if acceleration of the principal amount of a series of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation or agreement of the Company and/or the Operating Company under those instrumentsthis Agreement or the Indenture. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee or any Tender Agent or Remarketing Agent pursuant to Section 3.04, 3.05, 4.02, 5.02 5.02, 7.04, 8.14 or 7.048.17) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03.

Remedies on Default. Whenever If a Credit is in effect and an Event of Default shall have happened occur and be existingcontinuing pursuant to above paragraphs (a) or (b) of Section 9.1, the Trustee may, and upon the request of the Credit Provider or upon the request of Holders owning not less than twenty-five percent (25%) principal amounts of Bonds outstanding (accompanied by the written consent of the Credit Provider) shall, take any one or more of the following remedial steps may be taken: actions: (a) if acceleration of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer or the Trustee shall declare Declare all Installment Payments to be immediately due and payablepayable (being an amount equal to that necessary to pay in full the principal of and interest accrued to the date for payment of all Bonds then outstanding, assuming acceleration of the Bonds under the Indenture, and to pay all other amounts due and payable hereunder), whereupon the same shall become immediately due and payable; or . (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing Take whatever action at law or in equity may appear necessary or appropriate to collect all amounts the Payments then due and thereafter to become due under this Agreement hereunder, or to enforce the performance and observance of any other obligation obligation, agreement, or agreement covenant of the Company under those instrumentsthis Agreement. Notwithstanding Whenever any Event of Default occurs and is continuing, and if the foregoingCredit is not in effect, the Trustee shall not be obligated to take any step that in its reasonable opinion will Issuer or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee may, and upon the request of the Holders owning not less than twenty-five percent (25%) principal amount of all Bonds Outstanding shall, take whatever action, at no cost law or expense in equity, as may appear necessary or desirable to itenforce performance and observance of any obligation, agreement or covenant of the Company under this Agreement. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund Fund, except as provided in the Indenture, and applied in accordance with the provisions of the Indenture orIndenture, or if the Outstanding Bonds have been fully paid and discharged (or provision for payment thereof has been made in accordance with the provisions of the Indenture) and all sums owing hereunder by the Company to the Issuer have been paid, the amount so collected shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject first to the further limitation that Credit Provider to the rescission by the Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute an annulment extent of any corresponding declaration made pursuant amounts owing under the Reimbursement Agreement and then to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03Company.

Remedies on Default. Whenever an any Event of Default shall have happened has occurred and be existingis continuing and subject to Section 10.2 hereof, the Lender/Grantor may take any one or more all of the following remedial steps actions as may be taken: (a) if acceleration appear necessary or desirable to collect the payments then due and to become due or to enforce performance of any obligations of the principal amount of Borrower/Grantee in this Agreement: File a series of Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer mandamus proceeding or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; other action or (b) the Issuer proceeding or the Trustee may pursue all remedies now or hereafter existing suit at law or in equity to compel the Borrower/Grantee to perform or carry out its duties under the law and the agreements and covenants required to be performed by it contained herein; Terminate this Agreement; Cease disbursing any further amounts from the Project Account; Demand that the Borrower/Grantee immediately repay the Loan/Grant Amount or any portion thereof if such funds were not utilized in accordance with this Agreement; File a suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Lender/Grantor; Intervene in judicial proceedings that affect this Agreement or the Pledged Revenues; or Cause the Borrower/Grantee to account as if it were the trustee of an express trust for all of the Pledged Revenues; Take whatever other action at law or in equity may appear necessary or desirable to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation of its rights hereunder; or agreement of the Company under those instruments. Notwithstanding the foregoing, the Trustee shall not be obligated to take Apply any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions Project Account toward satisfaction of any and all fees and costs incurred in enforcing the terms of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03Agreement.

Remedies on Default. Whenever an Event In the event any of Default the Bonds shall at the time be outstanding and unpaid and provision for the payment thereof shall not have been made in accordance with the provisions of the Indenture, whenever any event of default referred to in Section 9.1 hereof shall have happened and be existingsubsisting, the Lessor or the Trustee, where so provided, may take any one or more of the following remedial steps may be taken: steps: (a) if acceleration of The Lessor, or the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of Trustee as provided in the Indenture, upon the Issuer or giving of written notice to the Trustee shall Lessee, may, at its option, declare all Installment Payments installments of rent payable under Section 4.3 hereof for the remainder of the Lease Term to be immediately due and payable, whereupon the same shall become immediately due and payable; or . (b) The Lessor, with the Issuer prior written consent of the Trustee, may re-enter and take possession of the Leased Facilities without terminating this Agreement, and lease the Leased Facilities for the account of the Lessee, holding the Lessee liable for the difference between the rentals and other amounts payable by such Lessee in such leasing and the rents and other amounts payable by the Lessee hereunder. (c) the Lessor, with the prior written consent of the Trustee, may terminate the Lease Term, exclude the Lessee from possession of the Leased Facilities and use its best efforts to lease the Leased Facilities to another party. (d) The Lessor or the Trustee may pursue all remedies now or hereafter existing at law or in equity attempt to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation or agreement covenants of the Company Lessee under those instruments. Notwithstanding this Agreement by mandamus or the foregoing, appointment of a receiver in equity with power to charge and collect amounts due hereunder and to apply such amounts in the manner required by this Agreement and the Indenture. (e) The Lessor or the Trustee shall not be obligated may take whatever action at law or in equity may appear necessary or desirable to take collect the rent then due and thereafter to become due, or to enforce performance and observance of any step that in its reasonable opinion will obligation, agreement or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to covenant of the Trustee at no cost or expense to itLessee under this Agreement. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds bonds have been fully paid and discharged (or provision for payment thereof has been made in accordance with the provisions of the Indenture, shall be paid as provided in ) to the Lessee. No action taken pursuant to this Section 9.01 (including the repossession of the Indenture for transfers Leased Facilities or termination of remaining amounts in the Bond Fund. The provisions of this Lease Term) shall relieve the Lessee from the Lessee's obligations pursuant to Section are subject to the further limitation that the rescission by the Trustee of its declaration that 4.3 hereof, all of the Bonds are immediately due and payable also which shall constitute an annulment of survive any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03action.

Remedies on Default. Whenever an any Event of Default referred to in Section 9.1 hereof shall have happened and be existingcontinuing, the Trustee may take any one or more of the following remedial steps may be taken: steps: (a) if acceleration By written notice to the Company, the Trustee, on behalf of the Issuer, may declare an amount equal to the principal amount of a series of and accrued interest on the 2017 Series A Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer or the Trustee shall declare all Installment Payments then Outstanding to be immediately due and payablepayable under this Agreement, whereupon the same shall become immediately due and payable; or . (b) The Trustee, on behalf of the Issuer or Issuer, may have access to and inspect, examine, and make copies of the Trustee books and records and any and all accounts, data, and income tax and other tax returns of the Company. (c) The Trustee, on behalf of the Issuer, may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all the amounts then due and thereafter to become due under this Agreement due, or to enforce the performance and observance of any other obligation obligation, agreement, or agreement covenant of the Company under those instrumentsthis Agreement, including any remedies available in respect of the First Mortgage Bonds. Notwithstanding In case there shall be pending a proceeding of the foregoingnature described in Section 9.1(c) or (d) hereof, the Trustee shall not be obligated entitled and empowered, by intervention in such proceeding or otherwise, to take file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any step that 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 reasonable opinion will creditors, or might cause it its property, and to expend time collect and receive any moneys or money other property payable or otherwise incur liability unless deliverable on any such claims, and until satisfactory indemnity has been furnished to distribute the same after the deduction of its charges and expenses; and any custodian (including a receiver, trustee, or liquidator) of the Company appointed in connection with such proceedings is hereby authorized to make such payments to the Trustee, and to pay to the Trustee at no cost or expense any amount due it for compensation and expenses, including reasonable counsel fees and expenses incurred by it up to itthe date of such distribution. Any amounts collected pursuant to action taken under this Section 9.2 (except for amounts payable directly other than the compensation and expenses referred to in the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04immediately prior sentence) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding 2017 Series A Bonds have been fully paid and discharged (or provision for payment thereof has been made in accordance with the provisions of the Indenture) and all reasonable and necessary fees and expenses of the Trustee and any paying agents accrued and to accrue through final payment of the 2017 Series A Bonds, and all other liabilities of the Company accrued and to accrue hereunder or under the Indenture through final payment of the 2017 Series A Bonds have been paid, such amounts so collected shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03Company.

Remedies on Default. Whenever an Event of Default shall have happened and be existing, any one or more of the following remedial steps may be taken: (a) if acceleration Whenever any event of default referred to in the principal amount of a series of Bonds has been declared pursuant preceding Section shall have occurred and be continuing: (1) The Authority, after written notice to Section 7.03 of the IndentureLessee, the Issuer or the Trustee shall may declare all Installment Payments installments of Basic Rent payable for the remainder of this Lease term to be immediately due and payable, payable whereupon the same shall become immediately due and payable; , and the Lessee shall pay to the Authority an amount equal to all unpaid installments of Basic Rent for the remainder of the term hereof, provided, however, that, after such full recovery and payment of the expenses thereof then, upon payment of the principal of all Outstanding Bonds and accrued interest due to the date of payment, together with any other amounts due to the Bondowners by reason of any provision hereof, there shall be refunded to the Lessee an amount equal to the interest on the Outstanding Bonds which would accrue subsequent to the payment date. The right to make any such declaration of acceleration, however, is subject to the condition that if, (i) at any time after such declaration, but before the Bonds shall have matured by their terms, or have been paid as a result of such declaration of acceleration, all overdue Basic Rent, together with interest thereon and the reasonable and proper charges associated therewith and all other sums then payable by the Lessee under this Lease, except Basic Rent due and payable solely by virtue of such declaration, shall either be paid by or for the account of the Lessee or (ii) provision satisfactory to the Authority shall be made for such payment, and all defaults under this Lease, other than the payment of Basic Rent due and payable solely by reason of such declaration, shall be made good or be secured to the satisfaction of the Authority or (iii) provision deemed by the Authority to be adequate shall be made therefor, then and in the event of such declaration, the Authority may rescind and annul such declaration and its consequence unless there shall have been delivered to the Authority written direction to the contrary by the owners of a majority in principal amount of the Outstanding Bonds, but no such rescission or annulment shall extend to or affect any subsequent default or impair or exhaust any right or power consequent thereon. (2) The Authority may re-enter and take possession of all or such portions of the Project as may be demanded without terminating this Lease and may operate or sublease such facilities for the account of the Lessee, holding the Lessee liable for the difference between net income or the rent and other amounts paid by such sublessee and the Basic Rent and other amounts payable by the Lessee hereunder. (3) The Authority may terminate this Lease as to all or such portion of the Project as may be demanded and exclude the Lessee from possession of such facilities and use its best efforts to operate or lease the same to another for the account of the Lessee, provided, however, the Authority shall have no power prejudice the rights of any other tenant or subtenant of Lessee or to terminate the obligation of the Lessee to pay Basic Rent hereunder, and the Lessee will continue to pay such Basic Rent as and when the same shall become due. (b) In the Issuer event demand is made, in accordance with the provisions of this Section, for possession of any portion of the Project, the Lessee will immediately surrender such possession, and the Authority may enter and take such possession, and the Lessee waives any and all right to recover or the Trustee regain possession of such premises. (c) The Authority may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all amounts the Basic Rent then due and thereafter to become due under this Agreement due, or to enforce the specific performance and observance of any other obligation or agreement all obligations, agreements, and covenants of the Company Lessee under those instruments. Notwithstanding the foregoingthis Lease, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless Resolution, and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Bonds. (d) Any amounts collected funds obtained pursuant to action taken under this Section (except for amounts payable directly to Section, less all costs and expenses involved in the Issuer or the Trustee pursuant to Section 3.05obtaining of such funds, 4.02, 5.02 or 7.04) shall be paid into the Bond Sinking Fund and applied in accordance with the provisions of the Indenture Resolution or, if the Outstanding Bonds have been fully paid and discharged or provision for payment thereof has been made in accordance with the provisions of the IndentureResolution, shall to the Lessee. (e) The Basic Rent and Additional Rent herein contracted to be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by the Trustee of its declaration that all Lessee shall remain payable until payment of the Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph (a) or provision for payment, in accordance with the terms of this Section Lease and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration Resolution, has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03.

Remedies on Default. Whenever an Event of Default shall have happened and be existingcontinuing, any one or more of the following remedial steps may be taken: : (a) if If acceleration of the principal amount of a series of the Bonds has been declared pursuant to Section 7.03 6.03 of the Indenture, the Issuer or the Trustee shall declare all Installment Loan Payments to be immediately due and payablepayable together with any other amounts payable by the Borrower under this Loan Agreement and the Note, whereupon the same shall become immediately due and payable; or ; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement or any other Financing Document; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer (with respect to the Reserved Rights) or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, the Tax Exemption Agreement and the Tax Regulatory Agreement and the Note or to enforce the performance and observance of any other obligation or agreement of the Company Borrower under those instruments. Notwithstanding the foregoing, neither the Issuer nor the Trustee shall not be obligated to take any step that which in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Issuer or the Trustee at no cost or expense to itthe Issuer or the Trustee. 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 (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) 7.2 shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 4.14 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section 7.2 are subject to 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 (a) of this Section 7.2 and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03Notwithstanding anything in this Loan Agreement to the contrary, the Issuer shall have the right to independently enforce the Reserved Rights and shall not be required to obtain the consent of the Trustee, the Holders or any other person or entity in order to enforce any of the Reserved Rights.

Remedies on Default. Whenever an any Event of Default shall have happened has occurred and be existingis continuing, any one or more of the following remedial steps may be taken: : (a) if If acceleration of the principal amount of a series of the Bonds has been declared pursuant to Section 7.03 8.02 of the Indenture, the Issuer or the Trustee shall declare all Installment Payments Rent payable for the remainder of the Lease Term to be immediately due and payable, whereupon the same shall become immediately due and payable; or . (b) Subject to the Issuer or provisions of the Mortgage Loan Documents and the Financing Documents, the Trustee may pursue re-enter and take possession of the Project without terminating this 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 any Lessee in such subleasing and the rents and other amounts payable by the Lessee hereunder. (c) The Trustee may terminate the Lease Term, exclude the Lessee from possession of the Project, which will not relieve the Lessee of its liabilities and obligations under this Agreement, and the Lessee shall remain liable for all remedies now or hereafter existing damages resulting from its default regardless of such termination. (d) 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 whatever action at law or in equity may appear necessary or desirable to collect all the Rent and any other amounts payable by the Lessee hereunder, then due and thereafter to become due under this Agreement due, or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Company Lessee under those instrumentsthis 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 Trustee covenants and obligations of the Lessor under this Agreement shall terminate and they shall not be obligated the basis for an Event of Default following repayment in full of the Bonds. The provisions of this paragraph are not intended to take any step that affect the rights and obligations of the Lessee and Issuer under the Trust Indenture and Regulatory Agreement, both of which shall remain in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to itfull force an effect in accordance with their terms. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture Financing Documents or, if the Outstanding Bonds have been fully paid and discharged (or provision for payment thereof has been made in accordance with the provisions of the Indenture), to the Issuer unless all Additional Payments shall have been paid, in which case such amounts shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03Lessee.

Remedies on Default. Whenever an Event of Default shall have happened and be existingcontinuing, any one or more of the following remedial steps may be taken: : (a) If and only if acceleration of the principal amount of a series of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer or the Trustee shall declare all Installment Loan Payments and Notes to be immediately due and payable, whereupon the same shall become immediately due and payable; or ; (b) The Bank or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; and (c) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement Agreement, the Letter of Credit or the Notes or to enforce the performance and observance of any other obligation or agreement of the Company Borrower under those instruments. Notwithstanding the foregoing, the Trustee Issuer shall not be obligated to take any step that which in its reasonable opinion will 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 Trustee Issuer at no cost or expense to itthe 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 (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03.in

Remedies on Default. Whenever an any Event of Default referred to in Section 10.1 hereof shall have happened and be existingsubsisting, the Issuer, or the Holder as assignee of the Issuer, to the extent permitted by law, may take any one or more of the following remedial steps may be taken: steps: (a) if acceleration of the principal amount of a series of Bonds has been declared pursuant from time to Section 7.03 of the Indenturetime, the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity or under the terms of this Lease may appear necessary or desirable to collect all the rents and other amounts payable by the Company hereunder then due and or thereafter to become due under this Agreement due, or to enforce the performance and observance of any other obligation obligation, agreement, or agreement covenant of the Company under those instruments. Notwithstanding this Lease; or (b) terminate, subject to the foregoingrespective provisions concerning the priority and subordination of the Company's option to purchase the Project that are set forth in the Option Agreement, this 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 Trustee Issuer shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished entitled to the Trustee at maximum amount allowable under such statute or rule of law; no cost or expense termination of this Lease pursuant to itthis Section shall relieve the Company from its obligations pursuant to Section 8.4 hereof. Any amounts of Basic Rent collected pursuant to action taken under this Section shall be applied in payment of the then-outstanding Bonds. Any amounts collected as Additional Rent shall be paid to the Person or Persons to whom such Additional Rent is due and owing hereunder. Notwithstanding that this Lease (except for amounts payable directly Unassigned Rights) is to be assigned to the Holder, the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, entitled to enforce this Lease if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect relates to which 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 declaration has been madeaffect its interests hereunder. Notwithstanding the foregoing and notwithstanding any statutory, provided that no such waiver or rescission shall extend to or affect any subsequent decisional, or other default or impair law to the contrary, in no event shall the Issuer have any right consequent thereon. Section 7.03to terminate this Lease or to enter upon or otherwise to obtain possession of the 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 an If any Event of Default shall have happened has occurred and be existing, any one or more is continuing and written notice of the following remedial steps may be taken: Event of Default has been provided by either the General Counsel or the Controller of Fannie Mae (each, a "FANNIE MAE AUTHORIZED OFFICER") to the Grantor: (a) if acceleration of at the principal amount direction of a series of Bonds has been declared pursuant to Section 7.03 of the IndentureFannie Mae Authorized Officer, the Issuer Grantor shall deliver all Collateral to Fannie Mae or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or its designee; (b) Fannie Mae may, without further notice, exercise all rights, privileges or options pertaining to the Issuer Collateral as if Fannie Mae were the absolute owner of such Collateral, including, but not limited to, the right to terminate the existing Hedge Documents (subject to the terms and conditions regarding termination set forth in the Hedge Documents), upon such terms and conditions as Fannie Mae may determine, all without liability except to account for property actually received by Fannie Mae, and Fannie Mae shall have no duty to exercise any of those rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing; and (c) Fannie Mae may exercise in respect of the Collateral, in addition to other rights and remedies provided for in this Pledge Agreement or otherwise available to it, all of the rights and remedies of a secured party under the Code and also may, without notice except as specified below, sell the Collateral at public or private sale, at any of the offices of Fannie Mae or elsewhere, for cash, on credit or for future delivery, and upon such other terms as may be commercially reasonable. The Grantor agrees that, to the extent notice of sale shall be required by applicable law, at least ten (10) days' prior notice to the Grantor of the time and place of any public sale or the Trustee may pursue all remedies now or hereafter existing at law or in equity time after which any private sale is to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation or agreement of the Company under those instrumentsbe made shall constitute reasonable notification. Notwithstanding the foregoing, the Trustee Fannie Mae shall not be obligated to take make any step that in its reasonable opinion will sale of Collateral regardless of notice of sale having been given. Fannie Mae may adjourn any public or might cause it private sale from time to expend time or money or otherwise incur liability unless by announcement at the time and until satisfactory indemnity has been furnished to place fixed therefor, and such sale may, without further notice, be made at the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund time and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect place to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03it was so adjourned.

Remedies on Default. Whenever an Event In the event of Default shall have happened and be existingany default by ▇▇▇▇▇, Seller is entitled to any one or more of the following remedial steps may be taken: remedies: (a) if acceleration Seller may take possession of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of Equipment and terminate the Indenture, the Issuer or the Trustee shall declare all Installment Payments to be immediately due Agreement and payable, whereupon the same shall become immediately due and payable; or ▇▇▇▇▇’s rights hereunder. (b) Seller may proceed by court action to enforce performance of the Issuer terms of this Agreement and to recover damages for the breach hereof. (c) Seller may withhold delivery of the Equipment, take possession of any equipment previously delivered, and/or stop delivery of the Equipment by any bailee. (d) Seller may surrender any insurance policies covering the Equipment and receive the unearned premiums. (e) Without terminating this Agreement, Seller may take possession of the Equipment and sell, relet or otherwise dispose of the Trustee Equipment as a secured party under the applicable provisions of the New York Business and Commerce Code, applying proceeds as provided in the same, deduct all expenses, costs, reasonable attorneys fees, and other charges insured by Seller. If the funds actually received by Seller are insufficient to pay all amounts due under this Agreement, Seller may thereafter pursue a deficiency against the Buyer. In no event shall Seller be required to sell or relet the Equipment, nor required to rebate of pay back any gain or profit as a result of leasing the Equipment. Seller is not required to give Buyer any notice of default before exercising any of the above remedies. In taking possession, Seller may enter upon any premises where the Equipment may be located and remove the Equipment or store it on the premises without charge. Any claim for damages caused by taking possession, storage or removal is hereby waived by ▇▇▇▇▇. The remedies provided herein shall not be exclusive, but shall be cumulative and in addition to all other remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation or agreement of the Company under those instruments. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03equity.

Remedies on Default. Whenever an Subject to Section 7.1 hereof, whenever any Loan Default Event of Default shall have happened occurred and shall be existing, any one or more of the following remedial steps may be taken: continuing, (a) The Trustee, by written notice to the Issuer, the Borrower and the Credit Provider, if acceleration any, shall declare the unpaid balance of the loan payable under Section 4.2(a) of this Agreement to be due and payable immediately, provided that concurrently with or prior to such notice the unpaid principal amount of a series of the Bonds has shall have been declared pursuant to Section 7.03 of be due and payable under the Indenture, the Issuer or the Trustee . Upon any such declaration such amount shall declare all Installment Payments to become and shall be immediately due and payable, whereupon payable as determined in accordance with Section 7.1 of the same shall become immediately due and payable; or Indenture. (b) The Trustee may have access to and may inspect, examine and make copies of the books and records and any and all accounts, data and federal income tax and other tax returns of the Borrower. (c) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity as may be necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Company Borrower under those instruments. Notwithstanding this Agreement, and payment and performance of the foregoingBorrower’s obligations may also be enforced by mandamus or by the appointment of a receiver in equity with power to charge any payments due from the Borrower hereunder and to apply the same. (d) If applicable, the Trustee shall not be obligated to take immediately draw upon any step that in Letter of Credit, if permitted by its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless terms and until satisfactory indemnity has been furnished to required by the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to terms of the Issuer or Indenture, and apply the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied amount so drawn in accordance with the provisions Indenture and may exercise any remedy available to it thereunder. In case the Trustee, the Credit Provider, if any, or the Issuer shall have proceeded to enforce its rights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee, the Credit Provider, if any, or the Issuer, then, and in every such case, the Borrower, the Trustee, the Credit Provider, if any, and the Issuer shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Indenture orBorrower, the Trustee, the Credit Provider, if any, and the Outstanding Issuer shall continue as though no such action had been taken. The Borrower covenants that, in case a Loan Default Event shall occur with respect to the payment of any Loan Payment payable under Section 4.2(a) hereof, then, upon demand of the Trustee, the Borrower will pay to the Trustee the whole amount that then shall have become due and payable under said Section, with interest on the amount then overdue at the rate then borne by the Bonds on the day prior to the occurrence of such default. In the case the Borrower shall fail forthwith to pay such amounts upon such demand, the Trustee shall be entitled and empowered to institute any action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Borrower and collect in the manner provided by law the moneys adjudged or decreed to be payable. In case proceedings shall be pending for the bankruptcy or for the reorganization of the Borrower under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been paid and discharged in accordance with appointed for the provisions property of the IndentureBorrower or in the case of any other similar judicial proceedings relative to the Borrower, or the creditors or property of the Borrower, then the Trustee shall be paid 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, 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 Borrower, 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 such amounts as provided in Section 9.01 of the Indenture for transfers after the deduction of remaining amounts in the Bond Fund. The provisions of this Section are subject its reasonable charges and expenses to the further limitation that the rescission extent permitted by the Indenture. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee and the Issuer any amount due each of its declaration that all them for their respective reasonable compensation and expenses, including reasonable expenses and fees of counsel incurred by each of them up to the Bonds date of such distribution. In the event the Trustee incurs expenses or renders services in any proceedings which result from a Loan Default Event under Section 7.1(d) hereof, or from any default which, with the passage of time, would become such Loan Default Event, the expenses so incurred and compensation for services so rendered are immediately due and payable also shall intended to constitute an annulment expenses of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of administration under the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver United States Bankruptcy Code or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03equivalent law.

Remedies on Default. Whenever an Event of Default shall have happened and be existingsubsisting, any one (1) or more of the following remedial steps may be taken: : (a) if The Issuer may accelerate the total of all the Lease Payments; (b) If acceleration of the principal amount of a series of the Bonds has been declared pursuant to Section 7.03 7.3 of the Indenture, the Issuer or the Trustee shall declare all Installment Lease Payments to be immediately due and payabledue, whereupon the same shall become immediately due due; (c) The Issuer or the Trustee may have access to, inspect, examine and payablemake copies of the books, records, accounts and financial data of the Lessee pertaining to the Project; or or (bd) the The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation or agreement of the Company Lessee under those instruments. Notwithstanding the foregoing, the Issuer or the Trustee shall not be obligated to take any step that steps which in its reasonable opinion will 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 Trustee Issuer at no cost or expense to itthe Issuer. Any amounts collected as Lease Payments or applicable to or in satisfaction of Lease Payments and any other amounts which would be applicable to payment or in satisfaction of Bond Service Charges collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid paid, if moneys, into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding outstanding Bonds have been paid or otherwise satisfied and discharged in accordance with the provisions of the Indenture, shall be paid or otherwise satisfied as provided in Section 9.01 5.8 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 subsection (ab) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. If an Event of Default shall happen and is continuing, in case there shall be pending proceedings for the bankruptcy or for the reorganization of the Lessee under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Lessee or in the case of any other similar judicial proceedings relative to the Lessee, or to the creditors or property of the Lessee, 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, irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 7.037.2 or of Section 7.2 of the Indenture, 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 Lessee, its creditors, or its property, and to collect and receive any moneys or other property payable or of its charges and expenses; and any receiver, assignee or trustee in bankruptcy is hereby authorized to make such payments to the Trustee, and to pay to the Trustee any amount due it for compensation and expenses, including reasonable counsel fees and expenses incurred by it up to the date of such distribution.

Remedies on Default. Whenever an Subject to Section 7.6 hereof and provisions of the Intercreditor Agreement, whenever any Event of Default hereunder shall have happened occurred and be existingcontinuing, the Trustee or the Issuer where so provided may take any one or more of the following remedial steps may be taken: steps: (a) if acceleration of The Issuer shall cooperate with the principal amount of a series of Bonds has been declared Trustee as the Trustee acts pursuant to Section 7.03 6.02 of the Indenture, the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or . (b) In the Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of event any other obligation or agreement of the Company under those instruments. Notwithstanding Bonds shall at the foregoing, the Trustee shall time be Outstanding and not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, the Issuer or the Trustee may have access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of the Borrower. (c) The Issuer or the Trustee may, without being required to give any notice (other than to the Issuer or the Trustee, as applicable), except as provided herein, pursue all remedies of a creditor under the laws of the State, as supplemented and amended, or any other applicable laws. (d) The Issuer or Trustee may take whatever action at law or in equity may appear necessary or desirable to collect the payments due under this Financing Agreement then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Financing Agreement. Any amounts collected pursuant to Article IV hereof and any other amounts which would be applicable to payment of principal of and interest and any premium on the Bonds collected pursuant to action taken under this Section 7.2 shall be paid as provided applied in Section 9.01 accordance with the provisions of the Indenture for transfers of remaining amounts in the Bond FundIndenture. The provisions of this Section 7.2 are subject to 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 if, after any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default hereunder all amounts which would then be payable hereunder by the Borrower if such Event of Default had not occurred and was not continuing shall have been paid by or on behalf of the Borrower, and the Borrower shall have also performed all other obligations in respect of which it is then in default hereunder, and shall have paid the reasonable charges and expenses of the Issuer, the Trustee, the Servicer and the Credit Facility Provider, including reasonable attorneys’ fees paid or incurred in connection with respect such default, and shall have paid all amounts then due to which that declaration has been madethe Credit Facility Provider, provided that including, but not limited to, any ▇▇▇▇▇▇▇ Mac Reimbursement Amounts and ▇▇▇▇▇▇▇ Mac Credit Enhancement Fees, and if there shall then be no default existing under the Indenture, then and in every such case such Event of Default hereunder shall be waived and annulled, but no such waiver or rescission annulment shall extend to or affect any subsequent or other default Event of Default or impair any right consequent thereon. Section 7.03.

Remedies on Default. Whenever If there shall have occurred and be continuing an Event of Default under the terms of the Portfolio Agreement or the Promissory Note, then the Lender shall have happened such rights and be existing, remedies with respect to the Collateral or any one or more of part thereof and the following remedial steps proceeds thereof as are provided by the Code and such other rights and remedies with respect thereto which it may be taken: (a) if acceleration of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing have at law or in equity to collect all amounts then due and thereafter to become due or under this Agreement or to enforce the performance and observance of any other obligation or agreement of the Company under those instruments. Notwithstanding the foregoingSecurity Agreement, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished including to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance extent not inconsistent with the provisions of the Indenture orCode, if the Outstanding Bonds right to take over and collect all or any of Borrower's accounts and all or any of the other Collateral which consists of amounts owing to Borrower. To this end, the Lender shall have been the right to (a) transfer all or any part of any of Borrower's Collateral into the Lender's name or into the name of its nominee or nominees and thereafter receive all cash, stock and other dividends or distributions paid or payable in respect thereof, and discharged otherwise act with respect thereto as the absolute owner thereof; (b) notify the obligors on any of Borrower's Collateral, whether accounts or otherwise, to make payment thereon directly to the Lender, whether or not the Borrower was theretofore making collections thereon; (c) take control of and manage all or any Collateral of Borrower; (d) apply to the payment of the Secured Indebtedness, whether it be due and payable or not, any moneys, including cash dividends and income from any Collateral of Borrower, now or hereafter in the hands of the Lender, on deposit or otherwise, belonging to Borrower, in accordance with Section 9 hereof; (e) direct any insurer to make payment of any insurance proceeds, directly to the provisions Lender, and apply such moneys to the payment of the IndentureSecured Indebtedness; (f) receive, shall be paid open and dispose of all mail addressed to any Borrower and notify postal authorities to change the address for delivery thereof to such address as provided in Section 9.01 the Lender may designate; (g) endorse the name of the Indenture for transfers Borrower upon any checks or other evidences of remaining amounts in payment or any document or instrument that may come into the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by the Trustee of its declaration that all possession of the Bonds are immediately due Lender as proceeds of or relating to such Borrower's Collateral; (h) demand, s▇▇ for, collect, compromise and payable also shall constitute an annulment give acquittances for any and all Collateral of Borrower; (i) prosecute, defend or compromise any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default action, claim or proceeding with respect to any Collateral of Borrower; (j) notify the debtors of Borrower of the assignment of their debts and direct them to make payment to the Lender; and (k) take such other action as the Lender may deem appropriate, including extending or modifying the terms of payment of the debtors of Borrower. In addition, upon the occurrence and continuance of an Event of Default, Borrower, at the request of the Lender, shall assemble all or any portion of such Borrower's Collateral at such locations as the Lender shall designate which are reasonably convenient to Borrower, and the Lender may sell, assign, give an option or options to purchase or otherwise dispose of all or any part of the Collateral at any public or private sale at such place or places and at such time or times and upon such terms, whether for cash or on credit, and in such manner, as the Lender may determine, and apply the proceeds so received in accordance with Section 9 hereof. Written notice of sale mailed by certified mail, return receipt requested, to the Borrower whose Collateral is to be sold, at least fifteen (15) days prior to such sale shall be deemed reasonable notice. In the event of a breach by the Borrower in the performance of any of the terms of this Security Agreement, the Lender may demand specific performance of this Security Agreement and seek injunctive relief and may exercise any other remedy, available at law or in equity, it being recognized that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03the remedies of the Lender at law may not fully compensate each of the Lender for the damages it may suffer in the event of a breach hereof.

Remedies on Default. Whenever Upon the occurrence of an Event of Default Default, RBL shall have happened the rights and remedies of a secured party under this Agreement, under any other instrument or agreement securing, evidencing or relating to the Obligations and under the law of the State of New York or any other applicable state law. Without limiting the generality of the foregoing, RBL shall have the right to setoff against any monies otherwise payable by RBL to Borrower and take possession of the Collateral and all books and records relating to the Collateral and for that purpose RBL may enter upon any premises on which the Collateral or books and records relating to the Collateral or any part thereof may be existingsituated and remove the same therefrom. Except for the notices specified below of time and place of public sale or disposition or time after which a private sale or disposition is to occur and as required by law, Borrower expressly agrees that RBL, without demand of performance or other demand, advertisement or notice of any kind to or upon Borrower or any other person or entity (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase or sell or otherwise dispose of and deliver the Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any of RBL's offices or elsewhere at such prices as RBL may deem best, for cash or on credit or for future delivery without assumption of any credit risk. RBL shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the following remedial steps may be taken: Collateral so sold, free of any right or equity of redemption. Borrower further agrees, (a) if acceleration of at RBL's request, to assemble the principal amount of a series of Bonds has been declared pursuant Collateral and to Section 7.03 of the Indenture, the Issuer or the Trustee shall declare all Installment Payments make it available to be immediately due RBL at such places as RBL may reasonably select and payable, whereupon the same shall become immediately due and payable; or (b) to allow RBL to use or occupy Borrower's premises, without charge, for the Issuer or purpose of effecting RBL's remedies in respect of the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement or to enforce Collateral. RBL shall apply the performance and observance net proceeds of any other obligation such collection, recovery, receipt, appropriation, realization or agreement sale, after deducting all reasonable costs and expenses of the Company under those instruments. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that every kind incurred in its reasonable opinion will connection therewith or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished incidental to the Trustee at no cost care or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer safekeeping of any or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by the Trustee of its declaration that all of the Bonds are immediately due Collateral or in any way relating to the rights of RBL and payable also RBL shall constitute an annulment account for and deliver to Borrower the surplus, if any. To the extent permitted by applicable law, Borrower waives all claims, damages and demands against RBL arising out of the repossession, retention, sale or disposition of the Collateral and agrees that RBL need not give more than ten (10) days' notice pursuant to the terms of this Agreement of the time and place of any corresponding declaration made pursuant public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Borrower shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to paragraph (a) pay all amounts to which RBL is entitled and shall also be liable for the costs of collecting any of the Obligations or otherwise enforcing the terms thereof or of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been madeAgreement, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03including, without limitation, reasonable attorneys' fees.

Remedies on Default. Whenever an Event of Default shall have happened and be existingsubsisting, any one or more of the following remedial steps may be taken: : (a) if acceleration The Director may at his option declare all installments of rent payable under Section 4.3 hereof for the remainder of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer or the Trustee shall declare all Installment Payments Lease Term to be immediately due and payable, whereupon the same shall become immediately due and payable; or . (b) The Director may reenter and take possession of the Issuer Project without terminating this Lease, and sublease the Project for the account of the Company, holding the Company liable for the difference between the rent and other amounts payable by such sublessee in such subleasing and the rents and other amounts payable by the Company hereunder. (c) The Director may terminate the Lease Term, exclude the Company from possession of the Project and use his best efforts to lease or sell the Trustee Project to another, but holding the Company liable for all rent and other payments due up to the effective date of such leasing. (d) The Director may pursue all remedies now or hereafter existing direct the Trustee, in writing, to transfer any amounts remaining in the Project Fund to the Collateral Proceeds Account. (e) The Director may take whatever action at law or in equity as may appear necessary or desirable to collect all amounts the rent then due and thereafter to become due under this Agreement due, or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Company under those instruments. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to itthis Lease. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund Collateral Proceeds Account and applied in accordance with the provisions of the Indenture Trust Agreement or, if the Outstanding Bonds have been fully paid and discharged (or provision for payment thereof has been made in accordance with the provisions of the IndentureTrust Agreement) and all other amounts payable thereunder and hereunder have been paid, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission directed 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03Company.

Remedies on Default. Whenever an any Event of Default exists with respect to a Property Schedule, Lessor shall have happened and be existingthe right, at its sole option without any further demand or notice, to take one or more any combination of the following remedial steps may be taken: steps: (a) if acceleration Without terminating the Property Schedule, and by written notice to Lessee, Lessor may declare all Rental Payments and other amounts payable by Lessee thereunder to the end of the principal amount then-current budget year of a series Lessee to be due, including without limitation delinquent Rental Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of Bonds has been declared 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) defease the Property Schedule pursuant to Section 7.03 6.07, (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 IndentureProperty (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; (c) By written notice to the Issuer Agent, if any, Lessor may instruct the Agent to apply all sums held by the Agent in any accounts relating to the Property Schedule under the applicable escrow or trust agreement as provided in the Trustee shall declare applicable escrow or trust agreement. (d) By written notice to any escrow agent (other than the Agent) who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all Installment Payments such proceeds and any earnings thereon to Lessor, such sums to be immediately due and payablecredited to payment of Lessee's obl igations under the Property Schedule; (e) Lessor may take any action, whereupon the same shall become immediately due and payable; or (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity equity, that is permitted by applicable law and that may appear necessary or desirable to collect all amounts then due and thereafter to become due under this Agreement enforce or to enforce the performance and observance of protect any other obligation or agreement of the Company under those instruments. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by the Trustee of its declaration that all of rights under the Bonds are immediately due Property Schedule and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03Agreement.

Remedies on Default. Whenever an any Event of Default referred to in Section 6.1 hereof shall have happened and be existingcontinuing, any one or more the Trustee, as assignee of the following remedial steps may be taken: Issuer: (a) if acceleration shall, by notice in writing to the Company and each Credit Provider, declare the unpaid balance of the Repayment Installments payable under Section 4.2(a) hereof to be due and payable immediately, if concurrently with or prior to such notice the unpaid 4840-3734-7631.3 principal amount of a series of the Bonds has shall have been declared pursuant to Section 7.03 of be due and payable, and upon any such declaration the Indenturesame (being an amount sufficient, together with other moneys available therefor in the Bond Fund, to pay the unpaid principal of, premium, if any, and interest accrued on, the Issuer or the Trustee Bonds) shall declare all Installment Payments to become and shall be immediately due and payable, whereupon the same shall become immediately due and payable; or payable as liquidated damages; (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity as may appear necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Agreement hereunder or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Company under those instruments. Notwithstanding the foregoingthis Agreement; and (c) if applicable, the Trustee shall not be obligated to take immediately draw upon any step that in its reasonable opinion will or might cause it to expend time or money Credit Facility constituting a letter of credit or otherwise incur liability unless realize moneys under any Credit Facility, if permitted by its terms and until satisfactory indemnity has been furnished required by the terms of the Indenture, and apply the amount so drawn or realized in accordance with the Indenture and may exercise any remedy available to the Trustee at no cost or expense to itit thereunder. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) 6.2 shall be paid into the Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture orIndenture. No action taken pursuant to this Section 6.2 shall relieve the Company from the Company's obligations pursuant to Section 4.2 hereof. No recourse shall be had for any claim based on this Agreement against any officer, if director or stockholder, past, present or future, of the Outstanding Bonds have been paid Company as such, either directly or through the Company, under any constitutional provision, statute or rule of law, or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise. Nothing herein contained shall be construed to prevent the Issuer from enforcing directly any of its rights under Sections 4.2(e), 4.2(g), 5.3 and discharged in accordance with 6.4 hereof. The Company shall promptly notify the provisions Issuer of any action taken by the Company under the grant of authority from the Issuer under Section 8.01 of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03.

Remedies on Default. Whenever an any Event of Default exists with respect to a Property Schedule, Seller shall have happened and be existingthe right, at its sole option without any further demand or notice, to take one or more any combination of the following remedial steps may be taken: steps: (a) if acceleration of With or without terminating the principal amount of a series of Bonds has been declared pursuant Property Schedule, and by written notice to Section 7.03 of the IndenturePurchaser, the Issuer or the Trustee shall Seller may declare all Installment Payments and other amounts payable by Purchaser thereunder to the end of the then-current fiscal year of Purchaser to be immediately due due, including without limitation delinquent Installment Payments under the Property Schedule from prior fiscal years, and payablesuch amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whereupon the same shall become immediately due and payable; or whichever is less (“Default Rate”); (b) Seller may terminate the Issuer Property Schedule, and by written notice to Purchaser, Seller may accelerate the principal component of all outstanding Installment Payments, in which case Purchaser shall pay to Seller the entire balance of such principal component, together with interest on such sum from the date of acceleration until so paid at the Default Rate, together will all other sums then due under the Property Schedule; (c) Seller may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Purchaser, at Purchaser's expense, to promptly return any or all of the Trustee Property to the possession of Seller at such place within the continental United States as Seller shall specify; (d) Seller may pursue all remedies now terminate the Property Schedule, and may sell, lease or hereafter existing otherwise dispose of the Property in whole or in part, in one or more public or private transactions; provided, however, that any proceeds from the sale, lease or disposition of the Property in excess of the sum required to (i) pay off any outstanding principal component of Installment Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Seller's costs and expenses associated with the disposition of the Property (including attorneys fees), shall be paid to Purchaser or such other creditor of Purchaser as may be entitled thereto; (e) Seller may apply monies in any Restricted Account relating to the Property Schedule to payment of Purchaser's obligations under the Property Schedule; and (f) Seller may take any action, at law or in equity equity, that is permitted by applicable law and that may appear necessary or desirable to collect all amounts then due and thereafter to become due under this Agreement enforce or to enforce protect any of its rights under the performance Property Schedule and observance of any other obligation or agreement of the Company under those instruments. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step this Agreement; provided that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) deficiency shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture orallowed against Purchaser, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default except with respect to which that declaration has been made, provided that no such waiver or rescission shall extend any unpaid Installment Payments to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03the end of the then-current fiscal year of Purchaser and unpaid costs and expenses incurred by Seller in connection with the repossession and disposition of the Property.

Remedies on Default. Whenever an If Payment of the Bonds shall not have been made, whenever any Event of Default referred to in Section 9.1 hereof shall have happened and be existing, any one or more of the following remedial steps may be taken: shall not have been waived: (a) if acceleration of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the IndentureThe Issuer, the Issuer or the Trustee shall on behalf of the Issuer, may by written notice to the Borrower, the Credit Facility Issuer, and the Remarketing Agent declare all Installment Payments installments of principal repayable pursuant to the Note for the remainder of the term thereof to be immediately due and payable, whereupon the same same, together with accrued interest thereon as provided for in the Note, shall become immediately due and payable without presentment, demand, protest or any other notice whatsoever, all of which are hereby expressly waived by the Borrower; provided, however, all such amounts shall automatically be and become immediately due and payable without notice upon the occurrence of any event described in Section 9.1(f) or 9.1(g) hereof, which notice the 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 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 term thereof to be immediately due and payable; , unless the Issuer so directs the Trustee in writing. If such written direction is received by the Trustee, the Trustee shall by written notice to 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 term thereof, together with all other moneys payable thereunder, to be immediately due and payable without presentment, demand, protest, or any other notice whatsoever, all of which are hereby expressly waived by the Borrower. (b) the The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever other action at law or in equity may appear necessary or desirable to collect all the amounts payable pursuant to the Note then due and thereafter to become due under this Agreement due, or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Company Borrower under those instrumentsthis Loan Agreement or under any of the other Bond Documents. Notwithstanding In the foregoingenforcement of the remedies provided in this Section 9.2, the Trustee shall not be obligated to take any step that in its Issuer may treat all reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless expenses of enforcement, including, without limitation, legal, accounting and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for advertising fees and expenses, as additional amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by the Trustee of its declaration that all of the Bonds are immediately Borrower then due and payable also shall constitute an annulment owing and the Borrower agrees to pay such additional amounts upon demand, the amount of such legal fees to be without regard to any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03statutory presumption.

Remedies on Default. Whenever an Event of Default shall have happened and be existingsubsisting, any one or more of the following remedial steps may be taken: : (ai) If the Developer or the Owner is the defaulting party, the other Cooperative Parties may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the respective Developer Party or the Owner solely pertaining the Project and (ii) if acceleration the City is the defaulting party, the other Cooperative Parties may have access to, inspect, examine and make copies of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 books, records, accounts and financial data of the Indenture, City pertaining to the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or Assigned TDD Revenues. (b) the Issuer or the Trustee Any non-defaulting Cooperative Party may pursue all remedies now or hereafter existing under this Agreement or at law or in equity to enforce the terms of this Agreement and to collect all amounts then due and thereafter to become due and owed to them under this Agreement or to enforce the performance and observance of any other obligation or agreement of the Company under those instrumentshereunder. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that which in its reasonable opinion will 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 Trustee it at no cost or expense to itthe Trustee. Any amounts collected pursuant Nothing in this Agreement shall limit or restrict the access that any Cooperative Party has to action taken any rights, recourse and remedies available under this Section (except for amounts payable directly any other Operative Document to which it is a party and following an event of default under any such Operative Document, the non-defaulting Cooperative Party shall have access to all rights, recourse and remedies against the defaulting Cooperative Party available to the Issuer or non-defaulting Cooperative Party under such Operative Document. Notwithstanding the Trustee pursuant to Section 3.05foregoing however, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been madeany and all claims arising out of the City’s default under this Agreement or under any other Operative Document, provided that no such waiver or rescission the non-defaulting Cooperative Parties’ and/or any Holder’s sole remedy and recourse against the City shall extend be limited to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03seeking and obtaining a writ of mandamus to compel the City’s performance of its obligations under this Agreement and/or under the applicable Operative Document.

Remedies on Default. Whenever an any Event of Default referred to in Section 7.1 hereof shall have happened occurred and be existingcontinuing, the Agency may take any one or more of the following remedial steps may be taken: steps: (a) The Agency may terminate this Agreement (with the effect that the term of this Agreement shall be deemed to have expired on such date of termination as if acceleration such date were the original expiration date of this Agreement) in which case this Agreement and all of the principal amount of a series of Bonds has estate, right, title and interest herein granted or vested in the Lessee shall cease and terminate, and upon any such termination and provided that any amounts due to the Agency under Section 4.3 or 8.5 hereof have been declared pursuant to Section 7.03 paid, the Agency shall convey all of the IndentureAgency’s right, title and interest in the Issuer or Facility to the Trustee Lessee, which the Agency may accomplish by executing and recording, at the sole cost and expense of the Lessee, a bargain and sale deed without covenants against grantors acts therefor as required by law, and a bill of sale, and the Lessee hereby waives delivery and acceptance of such deed and bill of sale as a condition to its validity, and appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall declare all Installment Payments be deemed to be immediately due an agency coupled with an interest) with full power of substitution to file on its behalf all affidavits, questionnaires and payable, whereupon other documentation necessary to accomplish the same shall become immediately due and payable; or recording of such deed; (b) The Agency may bring an action for actual damages of the Issuer Agency, injunction or specific performance; (c) The Agency may thereafter suspend or terminate the Trustee Sales Tax Letter or require the Lessee to surrender the Sales Tax Letter to the Agency for cancellation; (d) The Agency may pursue all remedies now or hereafter existing require the Lessee to make payments in lieu of real estate taxes under Section 4.3 hereof with respect to the Facility Realty in an amount equal to that amount which the Lessee would otherwise be required to pay if it were the owner of the Facility Realty; or (e) The Agency may take whatever action at law or in equity as may appear necessary or desirable to collect all amounts the Rental Payments then due and thereafter to become due under this Agreement due, or to enforce the performance and or observance of any other obligation obligations, agreements or agreement covenants of the Company Lessee under those instrumentsthis Agreement. Notwithstanding No action taken pursuant to this Section 7.2 (including termination of this Agreement pursuant to this Section 7.2 or by operation of law or otherwise) shall, except as expressly provided herein, relieve the foregoingLessee from the Lessee’s obligations hereunder, including without limitation, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions obligations of the Indenture or, if Lessee under Sections 4.3 (until such time as the Outstanding Bonds have been paid and discharged in accordance with Lessee shall again pay taxes as the provisions record owner of the IndentureFacility Realty), shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by the Trustee of its declaration that 6.2, 6.3, 8.5, 9.13 and 9.15 hereof, all of the Bonds are immediately due and payable also which shall constitute an annulment of survive any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03action.

Remedies on Default. Whenever an Event of Default shall have happened and be existingsubsisting, any one or more of the following remedial steps may be taken: : (ai) if acceleration of If any Developer Party is the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the Indenturedefaulting party, the Issuer or City, the Port Authority, the Administrator and the Trustee shall declare all Installment Payments be given access to, and may inspect, examine and make copies of the books, records, accounts and financial data of the Developer Parties pertaining to the affected TIF Property or Properties and the specified Event of Default and (ii) if the City is the defaulting party, the Port Authority, the Trustee, the Administrator and the Developer Principals shall be immediately due given access to, and payablemay inspect, whereupon examine and make copies of the same shall become immediately due books, records, accounts and payable; or financial data of the City pertaining to the Assigned Service Payments. (b) the Issuer or the The Trustee and any non-defaulting party may pursue all remedies now or hereafter existing under this Agreement and the other Transaction Documents, or otherwise available at law or in equity to enforce the terms of this Agreement and the Transaction Documents, and to collect all amounts then due and thereafter to become due under this Agreement or and owed to enforce the performance and observance of any other obligation or agreement of the Company under those instrumentsPerson hereunder. Notwithstanding the foregoing, the Trustee Trustee, the City and the Port Authority shall not be obligated to take any step that which in its reasonable opinion will 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 Trustee it at no cost or expense to itthe Trustee, the City or the Port Authority, as applicable. Any amounts collected pursuant In addition, with respect to action taken any and all claims arising out of the City’s default under this Section (except for amounts payable directly to Agreement, the Issuer or non-defaulting parties’ sole remedy and recourse against the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) City shall be paid into limited to seeking and obtaining a writ of mandamus to compel the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by the Trustee City’s performance of its declaration obligations under this Agreement. Nothing in this Agreement shall limit or restrict the access that all of the Bonds are immediately due any party has to any rights, recourse and payable also shall constitute remedies available under any other Transaction Document to which it is a party (whether directly or by assignment) and, following an annulment of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect under any such Transaction Document, each non-defaulting party shall have access to which that declaration has been madeall rights, provided that no recourse and remedies against the defaulting party available to the non-defaulting party under each such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03Transaction Document.

Remedies on Default. Whenever an any Event of Default shall have happened and be existingcontinuing, any one or more the Trustee as assignee of the following remedial steps may be taken: (a) if acceleration Authority shall have the right, at its option and without any further demand or notice, but subject in all respects to the provisions of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 Article VIII of the Indenture, the Issuer or the Trustee shall to: (a) declare all principal components of the unpaid Installment Payments Payments, together with accrued interest thereon at the net effective rate of interest per annum then borne by the Outstanding Bonds from the immediately preceding Interest Payment Date on which payment was made, to be immediately due and payable, whereupon the same shall immediately become immediately due and payable; or ; (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all amounts the Installment Payments then due and or thereafter to become due under during the Term of this Agreement Installment Sale Agreement, or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Company City under those instrumentsthis Installment Sale Agreement; and (c) as a matter of right, in connection with the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and the Bond Owners hereunder, cause the appointment of a receiver or receivers of the Gross Revenues and other amounts pledged hereunder, with such powers as the court making such appointment shall confer. Notwithstanding The provisions of the foregoingpreceding clause (a), however, are subject to the condition that if, at any time after the principal components of the unpaid Installment Payments shall have been so declared due and payable pursuant to the preceding clause (a), and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the City shall deposit with the Trustee a sum sufficient to pay all principal components of the Installment Payments coming due prior to such declaration and all matured interest components (if any) of the Installment Payments, with interest on such overdue principal and interest components calculated at the rate of ten percent (10%) per annum and the reasonable fees and expenses of the Trustee (including any reasonable fees and expenses of its attorneys), and any and all other defaults known to the Trustee (other than in the payment of the principal and interest components of the Installment Payments due and payable solely by reason of such declaration) shall have been made good, then, and in every such case, with the written consent of the Trustee, shall rescind and annul such declaration and its consequences. However, no such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon. As provided in Section 8.6, the Trustee shall not be obligated required to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to exercise the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied remedies provided herein in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03.

Remedies on Default. Whenever an Upon the happening of any Event of Default Default, Lender shall have happened and be existingthe right, in addition to any other rights or remedies available to Lender under the Security Instruments or any of the other Loan Documents or under applicable Law, to exercise any one or more of the following remedial steps may be taken: rights and remedies: (a) if acceleration Lender may terminate any obligation to advance any further principal of the principal amount of a series of Bonds has been declared Loan pursuant to Section 7.03 this Agreement by Notice to Borrowers. (b) Lender may accelerate all of Borrowers’ Obligations under the Loan Documents, whether or not matured and regardless of the Indenture, adequacy of any other collateral securing the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payableLoan, whereupon the same 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 (ball of which are hereby waived by Borrowers). 37867101.2 01/05/2021 (c) the Issuer Lender may apply to any court of competent jurisdiction for, and obtain appointment without bond of, a receiver for any and all Property and Collateral. Grantor consents to such rights and such appointment and hereby waives any objection such Grantor may have thereto or the Trustee right to have a bond or other security posted by the Lender. (d) Lender may pursue 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 remedies accounts, credits, money, securities or other property of Borrowers now or hereafter existing at law on deposit with, held by or in equity the possession of Lender to collect all amounts then due and thereafter the credit or for the account of Borrowers, without notice to become due under this Agreement or to enforce the performance and observance consent of Borrowers. (e) Lender may enter into possession of any other obligation or agreement and all Property and perform any and all work and labor necessary to complete the Construction of the Company under those instruments. Notwithstanding the foregoing, the Trustee shall Improvements (whether or not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions Plans and Specifications) and to employ watchmen to protect such Property 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 Indenture orImprovements, if whether or not in the Outstanding Bonds have been paid manner called for in the Plans and discharged Specifications; (ii) To make such additions and changes and corrections to the Plans and Specifications as shall be necessary or desirable in accordance with the provisions commercially reasonable judgment of Lender to complete the Construction of the IndentureImprovements; (iii) To employ such contractors, subcontractors, agents, architects and inspectors as shall be paid as provided in Section 9.01 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 may be necessary or desirable for the completion of the Indenture for transfers work or the clearance of remaining amounts title to any Property; (v) To execute all applications and certificates which may be required in the Bond Fund. The provisions of this Section are subject to 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 name of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03.Borrower;

Remedies on Default. Whenever an Event Following formal declaration by Lender under Section 4.2 and until payment in full of Default the Indebtedness, Lender shall have happened have, without obligation to resort to other security or to recourse against any guarantor or other party liable and be existingwithout prejudice to any other right or remedy of Lender, the right at any time and from time to time to: (a) sell, resell, assign and deliver all or any of the Shares in Canada or elsewhere, in one or more of the following remedial steps may be taken: (a) if acceleration of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the Indentureparcels, the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon at the same or different times, and all right, title, interest, claim and demand therein and right of redemption thereof, at public or private sale, for cash, upon credit or for immediate or future delivery, and at such price or prices and on such terms as Lender may determine, Jipangu hereby agreeing that upon any such sale any and all equity and right of redemption shall become immediately due be automatically waived and payable; released without any further action on the part of Jipangu, and in connection therewith Lender may grant options, all without any demand, advertisement or notice, all of which are hereby expressly waived by Jipangu; (b) retain the Issuer Shares or any parcel of same as continuing collateral security as provided herein; or (c) in its own right, purchase all or any of the Trustee Shares being sold, free of any equity or right of redemption. In the event of a sale of the Shares pursuant to Subsections 4.4(a) or 4.4(c), the proceeds of each such sale shall be applied first to the payment of all costs and expenses of every kind for sale or delivery, including reasonable agents' fees or legal fees and expenses of Lender on a full indemnity basis and after deducting such costs and expenses from the proceeds of the sale, any residue shall be applied in payment of the Indebtedness in such order as Lender may pursue all remedies now or hereafter existing at law or deem fit, with Jipangu remaining liable for any deficiency. The balance, if any, remaining after payment in equity full of the Indebtedness shall be paid over to collect all amounts then due and thereafter to become due under this Agreement Jipangu or to enforce the performance and observance of any other obligation or agreement of the Company under those instrumentswhomever else may be entitled thereto by law. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The foregoing provisions of this Section are subject 4.4, Lender shall not in any event be under any duty to the further limitation that the rescission by the Trustee of its declaration that all do any of the Bonds are immediately due foregoing and payable also shall constitute an annulment of Lender may assume that any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration may have occurred is continuing until the cure thereof has been madedemonstrated to its reasonable satisfaction. Jipangu hereby ratifies all that Lender or its nominee, provided that no such waiver or rescission as the case may be, shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03do by virtue of the foregoing authority.

Remedies on Default. Whenever an Subject to the last sentence of Section 7.01 above, whenever any Loan Default Event of Default shall have happened occurred and shall be existing, any one or more of the following remedial steps may be taken: continuing, (a) if acceleration of The Trustee, by written notice to the Borrower and the Bank, shall declare all unpaid amounts payable under Section 4.02(a) hereof to be due and payable immediately, provided that concurrently with or prior to such notice the unpaid principal amount of a series of the Bonds has shall have been declared pursuant to Section 7.03 of be due and payable under the Indenture, the Issuer or the Trustee . Upon any such declaration such amount shall declare all Installment Payments to become and shall be immediately due and payable, whereupon payable in the same shall become immediately due and payable; or amount set forth in Section 7.01 of the Indenture. (b) The Trustee shall have access to and may inspect, examine and make copies of the books and records and any and all accounts, data and federal income tax and other tax returns of the Borrower. (c) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity as may be necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Company Borrower under those instrumentsthis Agreement. Notwithstanding In case the foregoingTrustee or the Issuer shall have proceeded to enforce its rights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or the Issuer, then, and in every such case, the Borrower, the Trustee and the Issuer shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Borrower, the Trustee and the Issuer shall continue as though no such action had been taken. The Borrower covenants that, in case a Loan Default Event shall occur and all unpaid amounts payable under Section 4.02(a) hereof shall have been declared due and payable immediately pursuant to Section 7.02(a) hereof, then, upon demand of the Trustee, the Borrower will pay to the Trustee the whole amount that then shall have become due and payable under said Section, with interest on the amount then overdue at the rate of 10% per annum until such amount has been paid or, if ten percent is greater than the rate then permitted by law, at the greatest rate then permitted. In case the Borrower shall fail forthwith to pay such amounts upon such demand, the Trustee shall not be obligated entitled and empowered to take institute any step that action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Borrower and collect in the manner provided by law the moneys adjudged or decreed to be payable. In case proceedings shall be pending for the bankruptcy or for the reorganization of the Borrower under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Borrower or in the case of any other similar judicial proceedings relative to the Borrower, or the creditors or property of the Borrower, then 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, 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 Borrower, 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 such amounts as provided in the Indenture after the deduction of its reasonable opinion will charges and expenses. Any receiver, assignee or might cause it trustee in bankruptcy or reorganization is hereby authorized to expend time or money or otherwise incur liability unless make such payments to the Trustee, and until satisfactory indemnity has been furnished to pay to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except any amount due it for amounts payable directly reasonable compensation and expenses, including reasonable expenses and fees of counsel incurred by it up to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions date of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03distribution.

Remedies on Default. Whenever an Subject to the last sentence of Section 7.01 above, whenever any Loan Default Event of Default shall have happened occurred and shall be existingcontinuing, any one or more of the Borrower acknowledges and agrees the following remedial steps may be taken: remedies are available to the Trustee as set forth herein and in the Indenture: (a) if acceleration of The Trustee, by written notice to the Borrower and the Bank, shall declare all unpaid amounts payable under Section 4.02(a) hereof to be due and payable immediately, provided that concurrently with or prior to such notice the unpaid principal amount of a series of the Bonds has shall have been declared pursuant to Section 7.03 of be due and payable under the Indenture, the Issuer or the Trustee . Upon any such declaration such amount shall declare all Installment Payments to become and shall be immediately due and payable, whereupon payable in the same shall become immediately due and payable; or amount set forth in Section 7.01 of the Indenture. (b) The Trustee shall have access to and may inspect, examine and make copies of the Issuer or books and records and any and all accounts, data and federal income tax and other tax returns of the Borrower. (c) The Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity as may be necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Company Borrower under those instrumentsthis Agreement. (d) The Trustee shall immediately draw upon the Letter of Credit or the Support Letter of Credit, if permitted by its terms and required by the terms of the Indenture, and apply the amount so drawn in accordance with the Indenture and may exercise any remedy available to it thereunder. Notwithstanding In case the foregoingTrustee shall have proceeded to enforce its rights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee, then, and in every such case, the Borrower, the Trustee and the Issuer shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Borrower, the Trustee and the Issuer shall continue as though no such action had been taken. The Borrower covenants that, in case a Loan Default Event shall occur and all unpaid amounts payable under Section 4.02(a) hereof shall have been declared due and payable immediately pursuant to Section 7.02(a) hereof, then, upon demand of the Trustee, the Borrower will pay to the Trustee the whole amount that then shall have become due and payable under said Section, with interest on the amount then overdue at the rate of 10% per annum until such amount has been paid or, if ten percent is greater than the rate then permitted by law, at the greatest rate then permitted. In case the Borrower shall fail forthwith to pay such amounts upon such demand, the Trustee shall not be obligated entitled and empowered to take institute any step that action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Borrower and collect in the manner provided by law the moneys adjudged or decreed to be payable. In case proceedings shall be pending for the bankruptcy or for the reorganization of the Borrower under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Borrower or in the case of any other similar judicial proceedings relative to the Borrower, or the creditors or property of the Borrower, then 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, 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 Borrower, 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 such amounts as provided in the Indenture after the deduction of its reasonable opinion will charges and expenses. Any receiver, assignee or might cause it trustee in bankruptcy or reorganization is hereby authorized to expend time or money or otherwise incur liability unless make such payments to the Trustee, and until satisfactory indemnity has been furnished to pay to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except any amount due it for amounts payable directly reasonable compensation and expenses, including reasonable expenses and fees of counsel incurred by it up to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions date of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03distribution.

Remedies on Default. Whenever an Event Upon the happening of Default any event of default hereunder, Lessor shall have happened and be existing, entitled at any time thereafter to do any one or more of the following remedial steps without prejudice to any other right it may be taken: have against Lessee: (a) if acceleration of make such payments or take such steps as may be necessary to remedy the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the Indenturedefault and, the Issuer or the Trustee shall declare all Installment Payments to be immediately upon demand, recover such payments and Lessor’s costs incurred from Lessee together with any other sums then due and payable, whereupon the same shall become immediately due and payable; or payable under this Lease; (b) terminate this Lease and take possession of the Issuer Equipment without demand or notice wherever it may be located and sell, lease or otherwise dispose of the Trustee Equipment upon such terms and conditions as Lessor may pursue all remedies now or hereafter existing at law or deem fit; (c) recover, as damages for the loss of the bargain and not as a penalty and in equity to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance lieu of any other obligation or agreement further claim for periodic rent accruing from and after the date of the Company under those instruments. Notwithstanding the foregoingsuch termination, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05a sum, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to the Equipment, which that declaration has represents the excess of the present worth, at the date of such termination, of all rents for the Equipment which would otherwise have accrued hereunder from the date of such termination to the end of the term of this Lease over the then present worth of the then fair market value of the Equipment for such period computed by discounting from the end of such term to the date of such termination rentals which the Lessor reasonably estimates to be obtainable for the use of the Equipment during such period, such present worth to be computed in each case on a basis of a [15 %] per annum discount, compounded from the respective dates on which the rents would have been madepayable hereunder had this Lease not been terminated; (d) recover any damages and expenses which the Lessor shall have sustained by reason of the Lessee’s breach of this lease, provided that no including but not limited to reasonable sum fees of legal counsel and such waiver expenses as shall be expended or rescission shall extend incurred in the seizure, dismantling, rigging, transportation, storage, reassembly, refurbishing, rental or sale of the Equipment; (e) upon notice to Lessee, or affect the agent of Lessee and without terminating the Lease and with or without taking possession of the Equipment, lease the Equipment to any subsequent other party for such rental payments and for such period as Lessor may deem fit and receive such payments and apply them against any monies payable or to become payable by Lessee under this Lease; (f) exercise any other default right it may have in law or impair any right consequent thereon. Section 7.03equity against Lessee.

Remedies on Default. Whenever an any Event of Default referred to in Section 7.1 hereof shall have happened occurred and be existingcontinuing, the Agency may take any one or more of the following remedial steps may be taken: steps: (a) The Agency may terminate this Agreement and the Company Lease and any Sales Tax Agent Authorization Letter (with the effect that the term of this Agreement shall be deemed to have expired on such date of termination as if acceleration such date were the original expiration date of this Agreement) in which case this Agreement and all of the principal amount of a series of Bonds has estate, right, title and interest herein granted or vested in the Lessee shall cease and terminate, and upon any such termination and provided that any amounts due to the Agency under Section 4.3 or 8.5 hereof have been declared pursuant to Section 7.03 paid or the Agency waives such payment in its sole discretion, the Agency shall convey all of the IndentureAgency’s right, title and interest in the Issuer or Facility to the Trustee Lessee, which the Agency may accomplish by executing and recording, at the sole cost and expense of the Lessee, a bargain and sale deed without covenants against grantors acts therefor as required by law, a ▇▇▇▇ of sale, and the Lessee hereby waives delivery and acceptance of such deed and ▇▇▇▇ of sale as a condition to its validity, and appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall declare all Installment Payments be deemed to be immediately due an agency coupled with an interest) with full power of substitution to file on its behalf all affidavits, questionnaires and payable, whereupon other documentation necessary to accomplish the same shall become immediately due and payable; or recording of such deed; (b) The Agency may bring an action for actual damages of the Issuer Agency, injunction or specific performance; (c) The Agency may suspend or terminate its authorization hereunder and pursuant to any Sales Tax Agent Authorization Letter with respect to the Trustee Sales Tax Exemption; or (d) The Agency may pursue all remedies now or hereafter existing require the Lessee to make payments in lieu of real estate taxes under Section 4.3 hereof with respect to the Facility Realty in an amount equal to that amount which the Lessee would otherwise be required to pay if the Agency did not have a leasehold interest in the Facility Realty; or (e) The Agency may take whatever action at law or in equity as may appear necessary or desirable to collect all amounts the Rental Payments then due and thereafter to become due under this Agreement due, or to enforce the performance and or observance of any other obligation obligations, agreements or agreement covenants of the Company Lessee under those instrumentsthis Agreement. Notwithstanding No action taken pursuant to this Section 7.2 (including termination of this Agreement pursuant to this Section 7.2 or by operation of law or otherwise) shall, except as expressly provided herein, relieve the foregoingLessee from the Lessee’s obligations hereunder, including without limitation, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions obligations of the Indenture or, if Lessee under Sections 4.3 (until such time as the Outstanding Bonds Agency shall cease to have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts a leasehold estate in the Bond Fund. The provisions of this Section are subject to Facility and by reason thereof, the further limitation that the rescission by the Trustee of its declaration that all of the Bonds are immediately due and payable also Lessee shall constitute an annulment of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default again pay full taxes with respect to the Facility Realty), 6.2, 6.3, 8.5, 9.13 and 9.15 hereof, all of which that declaration has been made, provided that no shall survive any such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03action.

Remedies on Default. (a) Whenever an Event of Default shall have happened and be existingsubsisting, any one or more of the following remedial steps may be taken: : (ai) if If acceleration of the principal amount of a series of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer or the Trustee shall declare all Installment Loan Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or and (bii) the The Issuer or the Trustee may pursue any and all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement or the Letter of Credit or to enforce the performance and observance of any other obligation or agreement of the Company Borrower under those instrumentsthis Agreement. (b) The Borrower covenants that, in case it shall fail to pay or cause to be paid any Loan Payments or Purchase Payments as and when the same shall become due and payable whether at maturity, upon redemption prior to maturity or by acceleration or otherwise, then, upon demand of the Trustee, the Borrower will pay to the Trustee the whole amount that then shall have become due and payable hereunder; and, in addition thereto, such further amounts as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee and its agents, and any expenses or liabilities incurred by the Issuer or the Trustee (including reasonable legal fees and expenses). In case the Borrower shall fail forthwith to pay such amounts upon such demand, the Trustee shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid. (c) In case there shall be pending proceedings for the bankruptcy or reorganization of the Borrower under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the benefit of the creditors or the property of the Borrower, 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 due hereunder, including interest owing and unpaid in respect thereof, 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 Borrower, 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. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Issuer or the Trustee, and to pay to the Issuer or the Trustee any amount due it for compensation and expenses, including counsel fees and expenses incurred by it up to the date of such distribution. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that which in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond or other indemnity satisfactory to it has been furnished to the Trustee at no cost or expense to itthe Trustee. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Service collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 Article X of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission annulment 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, Subsection 7.2(a)(i); provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03.

Remedies on Default. Whenever an any Event of Default referred to in Section 10.1 hereof shall have happened and be existingsubsisting, the Issuer, or the Holder as assignee of the Issuer, to the extent permitted by law, may take any one or more of the following remedial steps may be taken: steps: (a) if acceleration of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity or under the terms of this Lease may appear necessary or desirable to collect all the rents and other amounts payable by the Company hereunder then due and or thereafter to become due under this Agreement due, or to enforce the performance and observance of any other obligation obligation, agreement, or agreement covenant of the Company under those instruments. Notwithstanding this Lease; or (b) terminate, subject to the foregoingrespective provisions concerning the priority and subordination of the Company's option to purchase the Project that are set forth in Section 11.4, below, this Lease and recover, as and for liquidated and agreed final damages for the Company's default, all amounts that have theretofore become due plus any additional amount needed to retire or defease the Bond, 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 Trustee Issuer shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished entitled to the Trustee at maximum amount allowable under such statute or rule of law; no cost termination of this Lease pursuant to this Section shall relieve the Company from its indemnification obligations pursuant to Section 8.5 hereof or expense to itits obligations under the Amended and Restated Memorandum of Understanding. Any amounts collected of Basic Rent collected, pursuant to action taken under this Section Section, shall be applied in payment of the Bond(s). Any amounts collected as Additional Rent shall be paid to the Person or Persons to whom such Additional Rent is due and owing hereunder. Notwithstanding that this Lease (except for amounts payable directly Unassigned Rights) is to be assigned to the Issuer or the Trustee pursuant to Section 3.05Holder, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of the Issuer shall be entitled to enforce this Section Lease, and a waiver and rescission its right to do shall be one of the consequences of Unassigned Rights, and (b) the Issuer reserves all rights necessary for it to perform its obligations hereunder. The Holder shall be entitled to enforce the provisions hereof that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03its interests hereunder.

Remedies on Default. Whenever an any Event of Default referred to in Section 6.1 hereof shall have happened and be existingcontinuing, any one or more the Trustee, as assignee of the following remedial steps may be taken: Issuer: (a) if acceleration shall, by notice in writing to the Company and each Credit Provider, declare the unpaid balance of the Repayment Installments payable under Section 4.2(a) hereof to be due and payable immediately, if concurrently with or prior to such notice the unpaid principal amount of a series of the Bonds has shall have been declared pursuant to Section 7.03 of be due and payable, and upon any such declaration the Indenturesame (being an amount sufficient, together with other moneys available therefor in the Bond Fund, to pay the unpaid principal of, premium, if any, and interest accrued on, the Issuer or the Trustee Bonds) shall declare all Installment Payments to become and shall be immediately due and payable, whereupon the same shall become immediately due and payable; or payable as liquidated damages; (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity as may appear necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Agreement hereunder or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Company under those instruments. Notwithstanding the foregoingthis Agreement; and (c) if applicable, the Trustee shall not be obligated to take immediately draw upon any step that in its reasonable opinion will or might cause it to expend time or money Credit Facility constituting a letter of credit or otherwise incur liability unless realize moneys under any Credit Facility, if permitted by its terms and until satisfactory indemnity has been furnished required by the terms of the Indenture, and apply the amount so drawn or realized in accordance with the Indenture and may exercise any remedy available to the Trustee at no cost or expense to itit thereunder. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) 6.2 shall be paid into the Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the 4846-1784-3503.10 provisions of the Indenture, . No action taken pursuant to this Section 6.2 shall relieve the Company from the Company's obligations pursuant to Section 4.2 hereof. No recourse shall be paid as provided in Section 9.01 had for any claim based on this Agreement against any officer, director or stockholder, past, present or future, of the Indenture for transfers Company as such, either directly or through the Company, under any constitutional provision, statute or rule of remaining amounts in law, or by the Bond Fundenforcement of any assessment or by any legal or equitable proceeding or otherwise. Nothing herein contained shall be construed to prevent the Issuer from enforcing directly any of its rights under Sections 4.2(e), 4.2(g), 5.3 and 6.4 hereof. The provisions Company shall promptly notify the Issuer of this Section are subject to the further limitation that the rescission any action taken by the Trustee Company under the grant of its declaration that all authority from the Issuer under Section 8.01 of the Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03Indenture.

Remedies on Default. Whenever an Event any event of Default default referred to in Section 9.1 hereof shall have happened and be existingcontinuing, the Trustee, on behalf of the Issuer, may take any one or more of the following remedial steps may be taken: steps: (a) if acceleration By written notice to Company, the Trustee, on behalf of the Issuer, may declare an amount equal to the principal amount of a series of and accrued interest on the 2006 Series B Bonds has been declared pursuant to Section 7.03 of then Outstanding, as defined in the Indenture, the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payablepayable under this Agreement, whereupon the same shall become immediately due and payable; or . (b) The Trustee, on behalf of the Issuer or Issuer, may have access to and inspect, examine and make copies of the Trustee books and records and any and all accounts, data and income tax and other tax returns of Company. (c) The Trustee, on behalf of the Issuer, may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all the amounts then due and thereafter to become due under this Agreement due, or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of Company under this Agreement. In case there shall be pending a proceeding of the Company under those instruments. Notwithstanding the foregoingnature described in Section 9.1(c) or (d) above, the Trustee shall not be obligated entitled and empowered, by intervention in such proceeding or otherwise, to take file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any step that 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 Trustee allowed in such judicial proceedings relative to 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 custodian (including, without limitation a receiver, trustee or liquidator) of Company appointed in connection with such proceedings is hereby authorized to make such payments to Trustee, and to pay to Trustee any amount due it for compensation and expenses, including reasonable opinion will or might cause counsel fees and expenses incurred by it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished up to the Trustee at no cost or expense to itdate of such distribution. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly other than the compensation and expenses referred to in the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04immediately prior sentence) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding 2006 Series B Bonds have been fully paid and discharged (or provision for payment thereof has been made in accordance with the provisions of the Indenture) and all reasonable and necessary fees and expenses of Trustee and any paying agents accrued and to accrue through final payment of the 2006 Series B Bonds, and all other liabilities of Company accrued and to accrue hereunder or under the Indenture through final payment of the 2006 Series B Bonds have been paid, such amounts so collected shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03Company.

Remedies on Default. Whenever an Event of Default shall have happened and be existingsubsisting, any one either or more both of the following remedial steps may be taken: : (a) if acceleration of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the Indenture, the The Issuer or the Trustee shall declare all Installment Payments may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Company, only, however, insofar as they pertain to be immediately due and payable, whereupon the same shall become immediately due and payableProject; or or (b) the The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect recover all amounts amounts, including all Loan Payments and Additional Payments, then due and thereafter to become due under this Agreement Agreement, or to enforce the performance and observance of any other obligation or agreement of the Company under those instruments. Notwithstanding the foregoing, the Trustee Issuer shall not be obligated to take any step that which in its reasonable opinion will 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 Trustee Issuer at no cost or expense to itthe 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 (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission and annulment by the Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute an a rescission and annulment of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver rescission and rescission annulment of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission and annulment shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03.

Remedies on Default. Whenever an Event any event of Default default referred to in Section 9.l hereof shall have happened and be existingcontinuing, Issuer may take any one or more of the following remedial steps may be taken: steps: (a) if acceleration of By written notice to Company, Issuer may declare an amount equal to the principal amount of a series of and accrued interest on the 2000 Series A Bonds has been declared pursuant to Section 7.03 of then Outstanding, as defined in the Indenture, the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payablepayable under this Agreement, whereupon the same shall become immediately due and payable; or . (b) Issuer may have access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of Company. (c) Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all the amounts then due and thereafter to become due under this Agreement due, or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of Company under this Agreement. In case there shall be pending a proceeding of the Company under those instruments. Notwithstanding the foregoingnature described in Section 9.1(c) above, the Trustee shall not be obligated entitled and empowered, by intervention in such proceeding or otherwise, to take file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any step that 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 Trustee allowed in such judicial proceedings relative to 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 custodian (including, without limitation a receiver, trustee or liquidator) of Company appointed in connection with such proceedings is hereby authorized to make such payments to Trustee, and to pay to Trustee any amount due it for compensation and expenses, including reasonable opinion will or might cause counsel fees and expenses incurred by it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished up to the Trustee at no cost or expense to itdate of such distribution. Any amounts collected pursuant to action taken under this Section 9.2 (except for amounts payable directly other than the compensation and expenses referred to in the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04immediately prior sentence) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding 2000 Series A Bonds have been fully paid and discharged (or provision for payment thereof has been made in accordance with the provisions of the Indenture) and all reasonable and necessary fees and expenses of Trustee and any paying agents accrued and to accrue through final payment of the 2000 Series A Bonds, and all other liabilities of Company accrued and to accrue hereunder or under the Indenture through final payment of the 2000 Series A Bonds have been paid, such amounts so collected shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03Company.

Remedies on Default. Whenever Upon the occurrence and continuance of an Event of Default shall have happened and be existingthe Bank may, by notice to the Borrower take any one or more all of the following remedial steps may be takenactions: (ai) if acceleration terminate the Commitment, (ii) declare the Note, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, (iii) demand that the Borrower and Guarantors provide the Bank with cash collateral for any undrawn Letters of Credit and any Bankers Acceptances or other accepted drafts or deferred payment obligations under any Letters of Credit, and (iv) demand that the Borrower and Guarantors provide the Bank with cash collateral for any undrawn Import Letters of Credit and any Bankers Acceptances or other accepted drafts or deferred payment obligations under any Import Letters of Credit, whereupon the Commitment shall be terminated, and the Note, all such interest, all such cash collateral and all such other amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower, and (v) proceed to enforce its and the Bank's rights whether by suit in equity or by action at law, whether for specific performance of any covenant or agreement contained in this Agreement or any other Loan Document, or in aid of the principal amount exercise of a series any power granted in either this Agreement or any Loan Document or proceed to obtain judgment or any other relief whatsoever appropriate to the enforcement of Bonds has been declared pursuant its and the Bank's rights, or proceed to Section 7.03 enforce any other legal or equitable right which the Bank may have by reason of the Indentureoccurrence of any Event of Default hereunder or under any other Loan Document, provided, however, upon the occurrence of an Event of Default referred to in Section 6.01(e) hereof, the Issuer or Commitment shall be immediately terminated, and the Trustee Note, all interest thereon, all such cash collateral and all other amounts payable under this Agreement shall declare all Installment Payments to be immediately due and payablepayable without presentment, whereupon the same shall become immediately due and payable; demand, protest or (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance further notice of any other obligation or agreement kind, all of which are hereby expressly waived by the Company under those instruments. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless Borrower and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to itGuarantors. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly 6.02 shall be applied to the Issuer payment of, first, any costs incurred by the Bank in taking such action, including but without limitation attorneys' fees and expenses, second, to provide cash collateral to the Bank for any undrawn Letters of Credit, Import Letters of Credit, Bankers Acceptances, accepted drafts or the Trustee pursuant deferred payment obligations, third, to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions payment of the Indenture oraccrued interest on the Note and fourth, if the Outstanding Bonds have been paid and discharged in accordance with the provisions to payment of the Indenture, shall be paid as provided in Section 9.01 unpaid principal of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03Note.

Remedies on Default. Whenever an Event any event of Default default referred to in Section 9.l hereof shall have happened and be existingcontinuing, Issuer may take any one or more of the following remedial steps may be taken: steps: (a) if acceleration of By written notice to Company, Issuer may declare an amount equal to the principal amount of a series of and accrued interest on the 2001 Series A Bonds has been declared pursuant to Section 7.03 of then Outstanding, as defined in the Indenture, the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payablepayable under this Agreement, whereupon the same shall become immediately due and payable; or . (b) Issuer may have access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of Company. (c) Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all the amounts then due and thereafter to become due under this Agreement due, or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of Company under this Agreement, including, until the Release Date, any remedies available in respect of the Company under those instrumentsFirst Mortgage Bonds. Notwithstanding In case there shall be pending a proceeding of the foregoingnature described in Section 9.1 (d) or (e) above, the Trustee shall not be obligated entitled and empowered, by intervention in such proceeding or otherwise, to take file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any step that 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 Trustee allowed in such judicial proceedings relative to 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 custodian (including, without limitation a receiver, trustee or liquidator) of Company appointed in connection with such proceedings is hereby authorized to make such payments to Trustee, and to pay to Trustee any amount due it for compensation and expenses, including reasonable opinion will or might cause counsel fees and expenses incurred by it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished up to the Trustee at no cost or expense to itdate of such distribution. Any amounts collected pursuant to action taken under this Section 9.2 (except for amounts payable directly other than the compensation and expenses referred to in the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04immediately prior sentence) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding 2001 Series A Bonds have been fully paid and discharged (or provision for payment thereof has been made in accordance with the provisions of the Indenture) and all reasonable and necessary fees and expenses of Trustee and any paying agents accrued and to accrue through final payment of the 2001 Series A Bonds, and all other liabilities of Company accrued and to accrue hereunder or under the Indenture through final payment of the 2001 Series A Bonds have been paid, such amounts so collected shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03Company.

Remedies on Default. Whenever ‌ Upon the occurrence of an Event of Default shall have happened and be existing, any one or more of the following remedial steps may be taken: Default: (a) The Mortgagee may, at its option, by notice in writing to the Mortgagor, declare the payments under the Agreement, and in the Note remaining unpaid immediately due and payable and accelerate the Note, upon the same terms and conditions and in the manner provided for in the Agreement; (b) The Mortgagee may, at its option, after notice in writing to the Mortgagor, institute proceedings for the collection at law or in equity of any and all indebtedness due under the provisions of the Agreement secured by this Mortgage; (c) The Mortgagee may, at its option, after notice in writing to the Mortgagor, immediately cause this Mortgage to be foreclosed in the manner prescribed by law and, upon the commencement of foreclosure proceedings, shall be entitled to have a receiver appointed at once or at any time thereafter, either before or after sale, without notice and without requiring bond, and without regard to the solvency or insolvency of any person liable for payment of the indebtedness secured hereby, and without regard to the then value of the Mortgaged Property (the provisions for the appointment of a receiver and assignment of rents hereby granted to the Mortgagee being an express condition upon which the indebtedness and payments hereby secured are made) for the benefit of the Mortgagee, with power to rent the same and to collect the rents, issues and profits of the Mortgaged Property, due and to become due, during the pendency of such foreclosure suit and in the case of a sale and deficiency, during the full statutory period of redemption whether there be redemption or not, as well as during any future times when the Mortgagor, except for the intervention of such receiver, would be entitled to collect such rents, issues and profits and shall have all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Mortgaged Property during the whole of said period. Any amount so collected by such receiver, whether prior to or following foreclosure, shall be applied under direction of the court upon the costs and expenses of foreclosure and receivership, expense of insurance on the improvements, expense of repairs, taxes, assessments, and the balance shall be paid to the Mortgagee to be applied on the indebtedness secured by this Mortgage. (d) The Mortgagee may, at its option, after 30 days’ notice in writing to the Mortgagor, at any time either by its agents, attorneys, employees or by a receiver to be appointed by a court and without regard to the adequacy of any security for the indebtedness hereby secured, either with or without process of law, forcibly or otherwise (to the extent permitted by law), enter upon and take possession of the Mortgaged Property or any part thereof, pursuant to applicable laws, expel and remove any persons, goods or chattels occupying or upon the same, do and perform any act that the Mortgagee may deem necessary or proper to conserve the value thereof, and to collect and receive all rents, issues and profits therefrom, including those past due and unpaid, as well as those accruing thereunder, to manage and control the same, and to lease the same or any part thereof. The Mortgagor further agrees that the Mortgagee may also take possession of, and use any and all personal property contained in the Mortgaged Property and used by the Mortgagor in the rental or leasing of the Mortgaged Property or any part thereof. The expense (including receiver’s fees, if acceleration any, and compensation to any agent appointed by the Mortgagee, and counsel fees and costs and disbursements) incurred in taking possession and effecting such collection, shall be deemed a portion of the expense of this Mortgage secured hereby. Neither the collection of such rents, issues and profits and the application or release thereof as aforesaid shall cure or waive any default. After deducting all attorneys’ fees and expenses incurred in connection herewith, the remaining net income shall be paid to the Mortgagee to be applied upon the indebtedness secured hereby. In any suit to foreclose the lien of this Mortgage there shall be allowed and included in the decree for sale, to be paid out of the proceeds of such sale: (i) All of the principal amount remaining unpaid on the Note, plus all interest accrued thereon and which will accrue thereon to the date of a series payment, plus interest on the foregoing amounts of Bonds has been declared principal and interest (to the extent permitted by law) from their respective due dates until paid; (ii) All items advanced or paid by the Mortgagee pursuant to Section 7.03 this Mortgage, with interest thereon at the Repayment Rate per annum from the date of advancement until paid; and (iii) All reasonable court costs, reasonable attorneys’ fees, appraisers’ fees, expenditures for documentary and expert evidence, stenographer’s charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the Indenturedecree) of procuring all abstracts of title, title searches and examinations, title guarantee or insurance policies, and similar data with respect to title which the Issuer Mortgagee may deem necessary in connection with any proceeding, including probate and bankruptcy proceedings, to which the Mortgagee shall be a party, either as plaintiff, claimant or defendant, by reason of this Mortgage or any indebtedness secured or in connection with preparations for the Trustee commencement of any suit for the foreclosure hereof after accrual of such right to foreclose, whether or not actually commenced, and all such expenses shall declare all Installment Payments to be become so much additional indebtedness secured hereby and immediately due and payable, whereupon with interest thereon at the same Repayment Rate per annum from the date when paid or incurred by the Mortgagee until paid. The proceeds of any foreclosure shall become immediately due be distributed and payableapplied to the items described in (ii) and (iii) of this Section, in the order of their listing, then to (i) and any surplus of the proceeds of such sale shall be paid to the Mortgagor. In case of any sale under this Mortgage by virtue of judicial proceedings or otherwise, the Mortgaged Property may be sold in one parcel, as an entirety, or in such parcels, manner or order as the Mortgagee in its sole discretion may elect, and the Mortgagor waives any and all rights which the Mortgagor may have to insist upon the sale of the Mortgaged Property in one parcel or separate parcels. To the extent permitted by law, the Mortgagor hereby waives any and all rights of redemption or reinstatement that it may have. If the aforementioned waiver is not effective, then it is agreed that if this Mortgage covers less than ten (10) acres of land, and in the event of the foreclosure of this Mortgage and sale of the property by sheriff’s sale in such foreclosure proceedings, the time of one (1) year for redemption from said sale provided by the statutes of the State of Iowa shall be reduced to six (6) months provided the Mortgagee, in such action, files an election to waive any deficiency judgment against the Mortgagor which may arise out of the foreclosure proceedings; or all to be consistent with the provisions of Chapter 628 of the Code of Iowa, as amended (bthe “Iowa Code”). If the redemption period is so reduced, for the first two (2) months after the sale, such right of redemption shall be exclusive to the Mortgagor, and the time periods in Sections 628.5, 628.15 and 628.16 of the Iowa Code shall be reduced to three (3) months. It is further agreed that the period of redemption after a foreclosure of this Mortgage shall be reduced to sixty (60) days if all of the three following contingencies develop: (1) the Issuer real estate is less than ten (10) acres in size; (2) the court finds affirmatively that the said real estate has been abandoned by the owners and those persons personally liable under this Mortgage at the time of such foreclosure; and (3) the Mortgagee in such action files an election to waive any deficiency judgment against the Mortgagor or its successor in interest in such action. If the redemption period is so reduced, the Mortgagor or its successors in interest or the Trustee owner shall have the exclusive right to redeem for the first thirty (30) days after such sale, and the time provided for redemption by creditors as provided in Sections 628.5, 628.15 and 628.16 of the Iowa Code shall be reduced to forty (40) days. Entry of appearance by pleading or docket entry by or on behalf of the Mortgagor shall be presumption that the property is not abandoned. Any such redemption period shall be consistent with all of the provisions of Chapter 628 of the Iowa Code. This Section shall not be construed to limit or otherwise affect any other redemption provisions contained in Chapter 628 of the Iowa Code. This Section also shall not be construed to limit Mortgagee’s right to elect foreclosure without redemption or to elect foreclosure by nonjudicial procedure as set forth in Chapters 654 and 655A of the Iowa Code. Mortgagor agrees that, in the event of a foreclosure of the Mortgage, under any provision of Iowa law, Mortgagee shall be entitled to sole possession and use of the Mortgaged Property during any redemption period. Any sale or sales under this Section shall operate, after any applicable redemption period, to divest all estate, right, title, interest, claim or demand whatsoever, whether at law or in equity, of the Mortgagor in and to the premises, property, privileges and rights so sold, and shall be a perpetual bar both at law and in equity against the Mortgagor, its successors and assigns and against any and all persons claiming or who may pursue all remedies now claim the same, or hereafter existing any part thereof, from, through or under the Mortgagor, its successors or assigns, provided that the foregoing shall not limit the Mortgagor’s rights (if any) at law or in equity relating to collect all amounts then due and thereafter to become due under this Agreement the valuation of the Mortgaged Property or to enforce the performance and observance existence or scope of any other obligation or agreement of the Company under those instruments. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03surplus.

Remedies on Default. Whenever Upon the occurrence of an Event of Default shall have happened Default, the Lender may, at its option and be existingwithout any further notice, any one demand, presentment, protest or more other action, declare the then unpaid balance of the following remedial steps may be taken: Obligations (aincluding, but not limited to, principal and interest under the Note) if acceleration of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payable. Furthermore, whereupon unless prohibited by applicable law, the same Obligations secured hereby shall automatically and simultaneously mature and become immediately due and payable, without notice or demand, upon any Event of Default pursuant to Section 7.1(f). If all or any part of the Obligations secured hereby are not paid as and when due and payable, whether by acceleration or otherwise, then the Lender may, at its option, without notice or demand of any kind: (2) obtain appointment of a receiver for all or any of the Collateral, the Borrower hereby consenting to the appointment of such a receiver and agreeing not to oppose any such appointment. Any receiver so appointed shall have such powers as may be conferred by the appointing authority including any or all of the powers, rights and remedies which the Lender is authorized to exercise by this Agreement or any of the other Loan Documents, and shall have the right to incur such obligations and to issue such certificates therefor as the appointing authority shall authorize; (3) transfer all or any part of the Collateral into the name of the Lender or its nominee, at the Borrower's expense, with or without disclosing that such Collateral is subject to the Lender's security interest; (4) enter upon premises upon which the Collateral is located and, to the extent permitted by law without legal process, take exclusive possession of the Collateral, and redeem the Collateral, or any part thereof (irrespective of redemption penalty); (5) appropriate and apply toward payment of such of the Obligations, and in such order of application, as the Lender may from time to time elect, all or any part of any balances, credits, items or monies in any Lender deposit or deposit account constituting a part of the Collateral; (6) sell the Collateral at public or private sale, either in whole or in part, and the Lender may purchase the Collateral at any such public sale and at any private sale as permitted by law. Such sale shall result in the sale, conveyance and disposition of all right, title and interest of the Borrower in all or any part of the Collateral which is the subject of such a disposition and the Lender is authorized as attorney‑in‑fact for the Borrower to sign and execute any transfer, conveyance or instrument in writing that may be necessary or desirable to effectuate any such disposition of the Collateral, which power shall be coupled with an interest; and (7) exercise all other rights of a secured party under the UCC and all other rights under law or pursuant to this Agreement, all of which shall be cumulative. If any notification of intended disposition of any Collateral is required by law, reasonable notification shall be deemed given if written notice is deposited in the U.S. Mail, first class or certified postage prepaid, addressed to the Borrower and such other persons or entities as the Lender deems to be appropriate, stating all items required by applicable statutes, including the time and place of any public sale or the time after which any private sale or disposition is to be made, at least ten (10) days prior thereto. The proceeds of any disposition of the Collateral shall be applied in the following order (a) First, to pay all costs and expenses associated with the retaking, holding, preparation and disposition of the Collateral; (b) Then to pay attorneys' fees; (c) Next, to pay all accrued but unpaid interest upon the Issuer Obligations in such order as the Lender may determine in its discretion; and (d) Finally, to all unpaid principal outstanding upon the Obligations, whether or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then not due and thereafter to become due under this Agreement or to enforce payable, in such order as the performance and observance of any other obligation or agreement of the Company under those instruments. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that Lender may determine in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to itdiscretion. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) remaining surplus shall be paid into to the Bond Fund and applied Borrower or otherwise in accordance with law. If the provisions proceeds of such disposition are insufficient to pay the Indenture orObligations in full, if the Outstanding Bonds have been paid Borrower and discharged in accordance with the provisions of the Indenture, all other Persons liable thereon shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject remain fully obligated to the further limitation that Lender for the rescission by unpaid balance thereof. Nothing contained in this Agreement shall obligate the Trustee Lender to collect, sell or otherwise dispose of its declaration that any or all of the Bonds are immediately due and payable also shall constitute an annulment of Collateral prior to exercising any corresponding declaration made pursuant other rights or remedies available to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03Lender.

Remedies on Default. Whenever (a) If at any time an Event of Default shall have happened occurred and be existingcontinuing, then Secured Party may, in addition to having the right to exercise any right or remedy of a secured party upon default under the UCC, to the extent permitted by law, without being required to give any notice to Pledgor except as provided below: (i) Apply any cash held by it hereunder in the manner provided in Section 4(c) below; and (ii) If there shall be no such cash or if the cash so applied shall be insufficient to pay in full the items specified in Sections 4(c)(i) and (c)(ii) below, collect, receive, appropriate and realize upon the Collateral or any part thereof, and/or, Secured Party may, sell, assign, contract to sell or otherwise dispose of and deliver the Collateral or any part thereof, in its entirety or in portions, at public or private sale or at any broker’s board, on any securities exchange or at any of Secured Party’s residences or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Party may deem best, and Secured Party may (except as otherwise provided by law) be the purchaser of any or all of the Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind. In the event of a sale as aforesaid, Secured Party is authorized to, at any such sale, if it deems it advisable so to do, restrict the number of prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or resale of the Collateral, and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities laws. Upon any such sale, Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Pledgor hereby acknowledges that, notwithstanding that a higher price might be obtained for the Collateral at a public sale than at a private sale or sales, the making of a public sale of the Collateral may be subject to registration requirements under applicable securities laws and similar other legal restrictions compliance with which would require such actions on the part of Pledgor, would entail such expenses, and would subject Secured Party, any one or more underwriter through whom the Collateral may be sold and any controlling person of any of the following remedial steps foregoing to such liabilities, as would make a public sale of the Collateral impractical. Accordingly, Pledgor hereby agrees that private sales made by Secured Party in good faith in accordance with the provisions of this Section 4(a) may be taken: at prices and on other terms less favorable to the seller than if the Collateral were sold at public sale, and that Secured Party shall not have any obligation to take any steps in order to permit the Collateral to be sold at public sale, a private sale being considered or deemed to be a sale in a commercially reasonable manner. Each purchaser at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which Pledgor has or may have under any rule of law or statute now existing or hereafter adopted. Secured Party shall give Pledgor not less than ten (a10) if acceleration days’ written notice of its intention to make any such public or private sale. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and, in case of a sale at broker’s board, on a securities exchange or elsewhere, shall state the board, exchange or other location at which such sale is to be made and the day on which the Collateral, or that portion thereof so being sold, will first be offered for sale at such location. Such notice, in case of a private sale, shall state only the date on or after which such sale may be made. Any such notice given as aforesaid shall be deemed to be reasonable notification. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. At any sale the Collateral may be sold in one lot as an entirety or in parts, as Secured Party may determine. Secured Party shall not be obligated to make any sale pursuant to any such notice. Secured Party may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 Collateral on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but the Secured Party shall not incur any liability in case of the Indenturefailure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Secured Party, instead of exercising the Issuer power of sale herein conferred upon it, may proceed by a suit or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing suits at law or in equity to collect all amounts then due and thereafter to become due under foreclose its lien or security interest arising from this Agreement and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. Upon the occurrence of an Event of Default, Secured Party or its nominee shall have the right to enforce the performance exercise any and observance all rights of conversion, exchange, subscription or any other obligation rights, privileges or agreement options pertaining to any shares of the Company under those instruments. Notwithstanding Collateral as if it were the foregoingabsolute owner thereof, including, without limitation, the Trustee shall not be obligated right to take exchange, at its discretion, any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of Company, or upon the exercise by Company of any corresponding declaration made pursuant right, privilege or option pertaining to paragraph (a) of this Section and a waiver and rescission any such shares of the consequences of that declaration Collateral, and, in connection therewith, to deposit and deliver any and all of the Event of Default Collateral with respect to which that declaration has been madeany committee, provided that no such waiver or rescission shall extend to or affect any subsequent depository, transfer agent, registrar or other default designated agency upon such terms and conditions as Secured Party may determine. On any sale of the Collateral, Secured Party is hereby authorized to comply with any limitation or impair restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any right consequent thereonviolation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court. Section 7.03It is expressly understood and agreed by Pledgor that Secured Party may exercise its rights under any other document providing security for the Secured Obligations without exercising its rights or affecting the security provided hereunder, and it is further understood and agreed by Pledgor that Secured Party may proceed against all or any portion or portions of the Collateral and all other collateral securing the Secured Obligations in such order and at such time as Secured Party, in its sole discretion, sees fit; and Pledgor hereby expressly waives any rights under the doctrine of marshalling of assets. Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner.

Remedies on Default. (A) Whenever an any Event of Default shall have happened and be existingoccurred, the Trustee, or the Authority where so provided herein, may take any one or more of the following remedial steps may be taken: actions: (a1) if acceleration of The Trustee, as and to the principal amount of a series of Bonds has been declared pursuant to Section 7.03 extent provided in Article VIII of the Indenture, may cause all amounts payable under the Issuer or the Trustee shall declare all Installment Payments Financing Documents to be immediately due and payablepayable without notice or demand of any kind, whereupon the same shall become immediately due and payable; or . (b2) The Authority, without the Issuer or consent of the Trustee or any Bondholder, may pursue proceed to enforce the obligations of the Borrower to the Authority, to the Trustee and to the appropriate taxing jurisdictions under Section 6.2 of this Agreement. (3) The Trustee may exercise any and all rights and remedies now or hereafter existing it may have under the Financing Documents. (4) The Trustee may take whatever action at law or in equity it may have to collect all the amounts then due and thereafter to become due under this Agreement due, or to enforce the performance and or observance of the obligations, agreements, and covenants of the Borrower under the Financing Documents. (5) The Trustee may require the Borrower to obtain the prior written consent of the Trustee to the taking of any other action otherwise permitted by the Financing Documents including, without limitation, the incurrence of any obligation or agreement any transfer of Mortgaged Property. (B) In the Company under those instruments. Notwithstanding event that any Event of Default or any proceeding taken by the foregoing, the Trustee shall not be obligated to take any step that in its reasonable opinion will Authority (or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by the Trustee of its declaration that all on behalf of the Bonds are immediately due and payable also Authority) thereon shall constitute an annulment of any corresponding declaration made pursuant be waived or determined adversely to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of Authority, then the Event of Default with respect shall be annulled and the Authority and the Borrower shall be restored to which that declaration has been madetheir former rights hereunder, provided that but no such waiver or rescission determination shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03.

Remedies on Default. (a) Whenever an Event of Default shall have happened and be existingsubsisting, any one or more of the following remedial steps may be taken: : (ai) if If acceleration of the principal amount of a series of the Bonds has been declared pursuant to Section 7.03 of the IndentureStandard Provisions, the Issuer or the Trustee shall declare all Installment Loan Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or and (bii) the The Issuer or the Trustee may pursue any and all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement or the Letter of Credit or to enforce the performance and observance of any other obligation or agreement of the Company Borrower under those instrumentsthis Agreement. (b) The Borrower covenants that, in case it shall fail to pay or cause to be paid any Loan Payments or Purchase Payments as and when the same shall become due and payable whether at maturity or by acceleration or otherwise, then, upon demand of the Trustee, the Borrower will pay to the Trustee the whole amount that then shall have become due and payable hereunder; and, in addition thereto, such further amounts as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents and counsel, and any expenses or liabilities incurred by the Issuer or the Trustee. In case the Borrower shall fail forthwith to pay such amounts upon such demand, the Trustee shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid. (c) In case there shall be pending proceedings for the bankruptcy or reorganization of the Borrower under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the benefit of the creditors or the property of the Borrower, 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 due hereunder, including interest owing and unpaid in respect thereof, 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 Borrower, 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. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Issuer or the Trustee, and to pay to the Issuer or the Trustee any amount due it for compensation and expenses, including counsel fees and expenses incurred by it up to the date of such distribution. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that which in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until an indemnity bond satisfactory indemnity to the Trustee on its sole discretion has been furnished to the Trustee at no cost or expense to itthe Trustee. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Service collected pursuant to action taken under this Section (except for amounts payable directly to shall, after the Issuer or deduction of the Trustee pursuant to Section 3.05Trustee’s charges and expenses, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 Article X of the Indenture Standard Provisions for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission annulment 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 (aSubsection 7.2(a)(i) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, hereof; provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03.

Remedies on Default. Whenever an any Event of Default shall have happened occurred and be existingcontinuing, the Trustee, as the assignee of the Issuer, may take any one or more of the following remedial steps may be taken: (a) steps; provided that if acceleration of the principal amount of a series of all Bonds has then Outstanding and the interest accrued thereon shall have been declared immediately due and payable pursuant to the provisions of Section 7.03 802 of the Indenture, all installments payable pursuant to the Note for the remainder of the term thereof shall become immediately due and payable without any further act or action on the part of the Issuer or the Trustee shall and the Trustee may immediately proceed to take any one or more of the remedial steps set forth in subparagraph (b) of this Section: (a) By written notice to the Obligor declare all Installment Payments the Note to be immediately due and payable, whereupon the same Note shall become immediately due and payable; , together with interest on overdue payments of principal and redemption premium, if any, and, to the extent permitted by law, interest, at the rate of interest specified in the Bonds, without presentment, demand or protest, all of which are expressly waived. (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing Take whatever other action at law or in equity equity, including causing the appointment of a receiver or receivers for the Obligor and/or its assets, taking all actions necessary and appropriate to collect all the amounts payable pursuant to the Note then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Company Obligor under those instrumentsthis Loan Agreement, the Note, the Collateral Documents or the Indenture. (c) Forthwith enter into possession of the Project to preserve the improvements or any other property on the Project and to perform any and all work and labor necessary to complete the improvements substantially in accordance with the Plans and Specifications with such changes therein as the Bondowners, as evidenced by Bondowner Consent, may from time to time and in their sole discretion deem appropriate, all at the risk, cost and expense of the Obligor. The Trustee may also exercise any remedies available to it with respect to off-site collateral. All sums so expended by the Trustee shall be deemed to have been paid to the Obligor as advances under this Loan Agreement. For this purpose, the Obligor hereby constitutes and appoints the Trustee its true and lawful attorney-in-fact, with full power of substitution, to complete the Project in the name of the Obligor, and thereby empower said attorney or attorneys as follows: to use any funds of the Obligor, including any balance which may be held in escrow and any funds which remain unadvanced under this Loan Agreement, for the purpose of completing the Project; to make such additions and changes and corrections in the Plans and Specifications which may be necessary or desirable to complete the Project; to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for said purposes; to pay, settle or compromise all existing bills and claims which are or may be liens against the property, or which may be necessary or desirable for the completion of the Project, or for the clearance of title; to execute all applications and certificates in the name of the Obligor which may be required by any of the contract documents; and to do any and every act which the Obligor may do in its own behalf. It is further understood and agreed that this power of attorney shall be deemed to be a power coupled with an interest which cannot be revoked. Such attorney-in-fact shall also have the power to prosecute and defend all actions and proceedings in connection with the construction of the Project and to take such action or require such performance as is deemed necessary. The Trustee shall have the right at any and all times to discontinue any work commenced by it in respect of the Project or to change any course of action undertaken by it and shall not be bound by any limitations or requirements of time whether set forth herein or otherwise. The Trustee shall have the right and power (but shall not be obligated) to assume any construction contract in any way relating to the Project and to take over and use all or any part of the labor, materials, supplies and equipment contracted for, whether or not previously incorporated into the Project, all in the sole and absolute discretion of the Trustee. In the enforcement of the remedies provided in this Section, the Trustee may treat all expenses of enforcement, including reasonable legal, accounting and advertising fees and expenses, as Additional Payments then due and payable by the Obligor. Any amount collected pursuant to action taken under this Section shall be paid to the Trustee and applied, first, to the payment of any costs, expenses and fees incurred by the Issuer or the Trustee as a result of taking such action and, next, any balance shall be used to satisfy any principal of and prepayment premium, if any, and interest on the Note then due by payment into the Bond 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, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability liability, unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to itthe Trustee. Any amounts collected pursuant to action taken under actions or enforcement proceedings contemplated by this Section (except including, but not limited to, foreclosure) may be undertaken by an entity other than the Trustee and, for amounts payable directly this purpose, the Trustee may create or assign its rights with respect to such actions or enforcement proceedings to an entity, corporate or otherwise, designated by the Trustee to take any of the actions available to the Issuer or Trustee under this Section, and the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture no liability for transfers of remaining amounts in the Bond Fundany actions undertaken by such entity. The provisions of this Section are subject to the further limitation that the rescission by the Trustee annulment of its a declaration that all of the Bonds are immediately due and payable also shall automatically constitute an annulment of any corresponding declaration made pursuant to paragraph subparagraph (a) of this Section and a waiver and rescission of the consequences of that such declaration and of the Event of Default with respect to which that such declaration has been made, provided that no such waiver or rescission shall extend to or affect any other or subsequent or other default Default or impair any right consequent thereon. Section 7.03In the event any covenant, condition or agreement contained in this Loan 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 Trustee, except that the Trustee may not waive an Event of Default with respect to the Unassigned Issuer’s Rights without the prior consent of the Issuer, such waiver shall be limited to such particular breach or Event of Default.

Remedies on Default. Whenever an (a) Upon the occurrence and continuance of any Event of Default shall have happened and be existing, any one or more of the following remedial steps may be taken: described in clause (a) if acceleration of Section 8.1 hereof, the Trustee, as the holder of the principal amount First Mortgage Bonds, shall, subject to the provisions of a series the Indenture, have the rights provided in the Company Mortgage. (b) Upon the occurrence and continuance of Bonds has been declared pursuant to any Event of Default described in Section 7.03 8.1 hereof, and further upon the condition that, in accordance with the terms of the Indenture, the Issuer or Bonds shall have become immediately due and payable pursuant to any provision of the Trustee shall declare all Installment Payments Indenture, the payments required to be paid pursuant to Section 4.2 hereof shall, without further action, become and be immediately due and payable. (c) Upon the occurrence and continuance of any Event of Default, whereupon the same shall become immediately due and payable; or (b) Issuer, with the Issuer prior consent of the Trustee, or the Trustee Trustee, may pursue all remedies now or hereafter existing take any action at law or in equity to collect all amounts the payments then due and thereafter to become due under this Agreement hereunder, or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Company under those instruments. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. this Refunding Agreement. (d) Any amounts collected pursuant to action taken under this Section shall be applied in accordance with the Indenture. (except e) In case any proceeding taken by the Issuer or the Trustee on account of any Event of Default shall have been dis continued or abandoned for amounts payable directly any reason, or shall have been determined adversely to the Issuer or the Trustee, then and in every such case, the Issuer and the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund restored to their former positions and applied in accordance with the provisions rights hereunder, respectively, and all rights, remedies and powers of the Indenture or, if the Outstanding Bonds have been paid Issuer and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that continue as though no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03proceeding had been taken.

Remedies on Default. Whenever (a) Notwithstanding and without limiting any other provision of this Agreement if at any time an Event of Default shall have happened occurred and be existingcontinuing, then, in addition to having the right to exercise any right or remedy of a secured party upon default under the Uniform Commercial Code as in effect in the State of New York (the “UCC”) or applicable law or at equity, Secured Party may, to the extent permitted by law, without being required to give any notice to Pledgor or to take or do any action (except as provided below): (i) apply any cash held by it hereunder to satisfy the Secured Obligations; and (ii) if there shall be no such cash or if the cash so applied shall be insufficient to satisfy the Secured Obligations; collect, receive, appropriate and realize upon the Pledged Collateral or any part thereof, and/or sell, assign, transfer, contract to sell or otherwise dispose of and deliver the Pledged Collateral or any part thereof, in its entirety or in portions, at public or private sale or at any broker’s board, on any securities exchange or at any of Secured Party’s places of business or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Party may deem best, and Secured Party may (except as otherwise provided by law) be the purchaser of any or all of the Pledged Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind. (b) In the event of a sale as aforesaid, Secured Party may, at any such sale, restrict the number of prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to Persons who will represent and agree that they are purchasing for their own account, for investment and not with a view to the distribution or resale of the Pledged Collateral, and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities and other laws. Upon any such sale, Secured Party shall have the right to deliver, assign and transfer the Pledged Collateral so sold to the purchaser thereof. (c) Pledgor hereby acknowledges that, notwithstanding that a higher price might be obtained for the Pledged Collateral at a public sale than at a private sale or sales, the making of a public sale of the Pledged Collateral may be subject to registration requirements under applicable securities laws and other legal restrictions, compliance with which would make a public sale of the Pledged Collateral impractical. Accordingly, Pledgor hereby agrees that private sales made by Secured Party in good faith in accordance with the provisions of this Article 4 may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at a public sale, and that Secured Party shall not have any obligation to take any steps in order to permit the Pledged Collateral to be sold at a public sale. (d) If any applicable requirements under the Securities Act of 1933, as amended, or such other laws cannot be satisfied at the time of a proposed sale of the Pledged Collateral by Secured Party, Pledgor hereby agrees to substitute for the Pledged Collateral other property owned by Pledgor, free and clear of all Encumbrances, of at least equal value as the Pledged Collateral as of the date of such proposed sale. (e) Each purchaser at any such sale shall hold the property sold, absolutely free from any claim or right whatsoever, including any equity or right of redemption of Pledgor, and Pledgor hereby specifically waives all rights of redemption, stay or appraisal and other rights that Pledgor has or may have under any law, regulation or statute now existing or hereafter adopted or otherwise. Secured Party shall give Pledgor not less than ten (10) calendar days’ written notice of its intention to make any such public or private sale. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and, in case of a sale at broker’s board, on a securities exchange, at one or more of Secured Party’s places of business or elsewhere, shall state the following remedial steps board, exchange or other location at which such sale is to be made and the day on which the Pledged Collateral, or that portion thereof so being sold, will first be offered for sale at such location. Such notice, in case of a private sale, shall state only the date on or after which such sale may be taken: made. Any such notice given as aforesaid shall be deemed to be reasonable notification. (af) if acceleration Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. At any sale the Pledged Collateral may be sold in one lot as an entirety or in parts, as Secured Party may determine. Secured Party shall not be obligated to make any sale pursuant to any such notice. Secured Party may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case of the Indenturefailure of such purchaser to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may again be sold upon like notice. (g) Secured Party, instead of exercising the Issuer power of sale herein conferred upon it, may proceed by a suit or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or (b) the Issuer or the Trustee may pursue all remedies now or hereafter existing suits at law or in equity to collect all amounts then due and thereafter to become due under foreclose its Lien or security interest arising from this Agreement and sell the Pledged Collateral, or to enforce the performance any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. (h) Notwithstanding and observance of without limiting any other obligation provision of this Agreement upon the occurrence and continuation of an Event of Default, Secured Party or agreement its nominee shall have the right, without notice to or the consent of Pledgor, to exercise any and all rights of conversion, exchange or subscription and any other rights, privileges or options pertaining to any of the Company under those instruments. Notwithstanding Pledged Collateral as if it were the foregoingabsolute owner thereof, including, without limitation, the Trustee shall not be obligated right to take transfer, sell, dispose of or exchange, at its discretion, any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to 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 Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgor or Subsidiary of Pledgor or such other Person. (i) On any sale of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission part of the consequences Pledged Collateral, Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale that may be necessary in order to avoid any violation of that declaration and applicable law or in order to obtain any required approval of the Event purchaser(s) by any governmental authority or officer or court. (j) Pledgor hereby acknowledges, understands and agrees that Secured Party (i) may exercise its rights under the Assignment of Default Contract and any other document or instrument securing the Put Obligations whether or not they provide security for any of the Secured Obligations, without exercising its rights hereunder or affecting the security provided hereunder, and (ii) may proceed against all or any portion of the Pledged Collateral and all other collateral securing any of the Secured Obligations in such order and at such time as determined by Secured Party in its sole discretion. Pledgor hereby expressly waives any rights under the doctrine of marshalling of assets. (k) Pledgor hereby acknowledges, understands and agrees that compliance with respect to which the foregoing procedures shall satisfy any applicable requirements that declaration has been made, provided that no such waiver sale or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03disposition be made in a commercially reasonable manner.