Common use of Remedies on Default Clause in Contracts

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuing, the Lender shall notify the Escrow Agent, if appropriate, and, without any further demand or notice, take one or any combination of the following remedial steps: (a) The Lender may terminate the Lease Term and give notice to the Town to vacate and surrender possession of the Leased Property within ten Business Days of such notice. (b) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Lease.

Remedies on Default. Whenever any Event such event of Default referred to in Section 13.01 of this Financing Lease default shall have happened and be continuing, the Lender shall notify the Escrow Agent, if appropriate, and, without Bondholder may take any further demand or notice, take one or any combination of the following remedial steps: (a1) The Lender may terminate Declare all installments of Basic Rent payable under this Lease Agreement for the remainder of the Lease Term to be immediately due and give payable, whereupon the same shall become immediately due and payable. (2) Reenter the Project Site, without terminating this Lease Agreement, and, upon ten days' prior written notice to the Town to vacate and surrender possession of Corporation, relet the Leased Property within ten Business Days of such notice. (b) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, Project or any part thereof in any lawful manner; provided, however, that for the Lender may not recover from the Town any deficiency which may exist following the liquidation account of the Town’s interest Corporation, for such term (including a term extending beyond the Lease Term) and at such rentals and upon such other terms and conditions, including the right to make alterations to the Project or any part thereof, as the Bondholder may deem advisable, and such reletting of the Project shall not be construed as an election to terminate this Lease Agreement nor relieve the Corporation of its obligations to pay Basic Rent and additional rent or to perform any of its other obligations under this Lease Agreement, all of which shall survive such reentry and reletting, and the Corporation shall continue to pay Basic Rent and all additional rent provided for in this Lease Agreement until the Leased Property end of the Lease Term, less the net proceeds, if any, of any reletting of the Project after deducting all of the Bondholder's expenses in excess connection with such reletting, including, without limitation, all repossession costs, brokers' commissions, attorneys' fees, alteration costs and expenses of Base Rentals and Additional Rentals preparation for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02reletting. (c3) The Lender may Terminate this Lease Agreement, exclude the Corporation from possession of the Project and, if the Bondholder elects so to do, lease or sublease the Leased Property or any portion thereof or sell any interest same for the Lender has in account of the Leased PropertyIssuer, holding the Corporation liable for all rent due up to the date such lease is made for the account of the Issuer. (d4) The Lender may recover from Have and exercise with respect to any or all personal property and fixtures included in the Town: (i) Project, all rights, remedies and powers of a secured party under the portion of Base Rentals Alabama Uniform Commercial Code including without limitation the rights and Additional Rentals which would otherwise have been payable hereunder, during any period powers set forth in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occursIndenture with respect thereto. (e5) The Lender may take Take whatever action at law or in equity legal proceedings may appear necessary or desirable to collect the rent then due, whether by declaration or otherwise, or to enforce its any obligation or covenant or agreement of the Corporation under this Lease Agreement or by law. To the extent permitted by law, the Corporation expressly waives any notice of sale or disposition of the Project and any rights in or remedies of the Bondholder or Issuer with respect to, and the formalities prescribed by law relative to, the sale or disposition of the Project or to the Leased Property under this Financing Leaseexercise of any other right or remedy of the Bondholder or Issuer existing after default. To the extent that such notice is required and cannot be waived, the Corporation agrees that if such notice is given to the Corporation in accordance with the provisions hereof, at least ten days before the time of the sale or other disposition, such notice shall be deemed reasonable and shall fully satisfy any requirements for giving said notice.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease The Sublessor shall have happened and be continuingthe right, at its option, or upon the Lender shall notify direction of the Escrow Agent, if appropriate, and, Purchaser without any further demand or notice, take one or any combination (1) to terminate this Sublease, or, with the consent of the following remedial steps: (a) The Lender Sublessee which consent shall not be unreasonably withheld to keep this Sublease in full force and effect, and in either event, to reenter the Leased Premises and eject all parties in possession therefrom, and relet the Leased Premises as the agent and for the account of the Sublessee upon such terms and conditions as the Sublessor may terminate deem advisable, in which event the Lease Term and give notice rents received on such re-letting shall be applied first to the Town to vacate expenses of reletting and surrender possession collection, including expenses necessary for repair or restoration of the Leased Property within ten Business Days Premises to its original condition (taking into account normal wear and tear), reasonable attorneys’ fees and any real estate commissions actually paid, and second to the payment of Base Rental in accordance with this Sublease, and if a sufficient sum shall not be thus realized to pay such notice. sums and other charges, then, if this Sublease shall not have been terminated, the Sublessee shall pay to the Sublessor any net deficiency existing on the date when Base Rental or Additional Rental is due hereunder; or (b2) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation lieu of the Town’s interest above, so long as the Sublessor does not terminate the Sublessee's right to possession, this Sublease shall continue in effect and the Leased Property Sublessor shall have the right to enforce all of its rights and remedies under this Sublease, including the right to recover Base Rental payments as they become due under this Sublease pursuant to Section 1951.4 of the California Civil Code. The foregoing remedies of the Sublessor are in excess addition to and not exclusive of Base Rentals and Additional Rentals for any other remedy of the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of Sublessor. Any re-entry pursuant to this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable 12 shall be allowed by the Town hereunder during Sublessee without hindrance, and the remainder, after the Town vacates and surrenders possession Sublessor shall not be liable in damages for any such re-entry or be guilty of the Leased Property, of the Fiscal Year in which such Event of Default occurstrespass. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Lease.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease exists, Lessor shall have happened and be continuingthe right, the Lender shall notify the Escrow Agent, if appropriate, and, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) The Lender may terminate the Lease Term and give By written notice to the Town Lessee, Lessor may without terminating this Agreement, take whatever action at law or in equity may appear necessary or desirable to vacate collect each Rental Payment payable by ▇▇▇▇▇▇ and surrender possession of the Leased Property within ten Business Days of such notice.other amounts payable by Lessee hereunder as they become due and payable; (b) The Lender With or without terminating the Lease Term, Lessor may proceed enter the premises where the Energy Conservation Equipment is located and retake possession of such Equipment or require Lessee at Lessee’s expense to foreclose through promptly return any or all of such Equipment to the courts on or otherwise sell, trade-in, repossess or liquidate the Townpossession of Lessor at such place within one hundred (100) miles from Lessee’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02.business location as Lessor shall specify; (c) Lessor may retain prior payments and sell or lease the Energy Conservation Equipment through public or private transaction after giving Lessee reasonable notice with or without having the Energy Conservation Equipment at any such sale or leasing. Lessor may purchase all or part of the Energy Conservation Equipment as a result of such transactions. The Lender may lease proceeds of any sale or sublease leasing will be applied to the Leased Property payment of the unpaid balance of ▇▇▇▇▇▇’s obligations under this Agreement. Lessee shall remain liable for any deficiency of unpaid payment for the current Fiscal Year of Lessee, or portion thereof, during which Lessee has quiet use and enjoyment of the Energy Conservation Equipment. Any excess obtained by Lessor at any portion thereof sale or sell any interest leasing of the Lender has in Energy Conservation Equipment over the Leased Property.amounts owed by ▇▇▇▇▇▇ for the remainder of the Lease Term shall be paid to Lessee or to such other persons as is prescribed by law; (d) The Lender Lessor may recover from terminate the Town: (i) Acquisition Fund Agreement and apply any proceeds in the portion of Base Rentals Acquisition Fund and Additional Rentals which would otherwise have been payable the Delivery Costs Fund to the Rental Payments due hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs.; (e) The Lender Lessor may take whatever action at law or in equity may appear necessary or desirable to enforce its rights under this Agreement or the Acquisition Fund Agreement or as a secured party in and any or all of the Energy Conservation Equipment or the Acquisition Fund or the Delivery Costs Fund; and (f) By action pursuant to the Leased Property under this Financing LeaseCalifornia Code of Civil Procedure, or as otherwise provided by law, obtain the issuance of a writ of mandamus enforcing, for each Fiscal Year seriatim during the entire balance of the remaining Lease Term, subject to Section 3.03, the duty of Lessee to appropriate and take all other administrative steps necessary for the payment of Rental Payments and other amounts due hereunder.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease shall exists, Lessor will have happened and be continuingthe right, the Lender shall notify the Escrow Agent, if appropriate, and, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) The Lender By written notice to ▇▇▇▇▇▇, Lessor may terminate declare all Rental Payments and other amounts payable by Lessee hereunder to the end of the Lease Term and give notice to the Town to vacate and surrender possession of the Leased Property within ten Business Days of such notice.be due; (b) The Lender With or without terminating this Agreement, Lessor may proceed enter the premises where the Equipment is located and retake possession of the Equipment or require Lessee at Lessee’s expense to foreclose through promptly return any or all of the courts on Equipment to the possession of Lessor at a place specified by Lessor, and sell or otherwise selllease the Equipment or, trade-infor the account of Lessee, repossess sublease the Equipment, holding Lessee liable for the difference between (i) the Rental Payments and other amounts payable by Lessee hereunder plus the applicable Purchase Price, and (ii) the net proceeds of any such sale, lease or liquidate sublease (after deducting all expenses of Lessor in exercising its remedies under this Agreement, including without limitation, all expenses of taking possession, storing, reconditioning and selling or leasing the Town’s interest in the Leased PropertyEquipment and all brokerage, or any part thereof in any lawful manner; provided, however, auctioneers’ and attorneys’ fees) provided that the Lender may amount of Lessee’s liability under this subparagraph (b) shall not recover from exceed the Town any deficiency which may exist following Rental Payments and other amounts otherwise due hereunder plus the liquidation remaining Rental Payments and other amounts payable by Lessee to the end of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02.Lease Term; and (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender Lessor may take whatever other action at law or in equity equity, including mandamus, as may appear necessary or desirable to enforce its rights in as the owner of the Equipment. In addition, ▇▇▇▇▇▇ will remain liable for all covenants and indemnities under this Agreement and for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the Leased Property under this Financing Leaseenforcement of any of the remedies listed above or any other remedy available to Lessor.

Remedies on Default. Whenever any Event In the event of Default referred to in Section 13.01 of this Financing Lease a Default, or if Lessor shall have happened the right to pursue any and be continuing, the Lender shall notify the Escrow Agent, if appropriate, and, without any further demand or notice, take one or any combination all of the following remedial stepsremedies, in addition to any remedies that might be available to Lessor in equity or at law, and as otherwise provided in this Agreement: (a) The Lender may terminate the Lease Term this Agreement and give notice to the Town to vacate and surrender possession of the Leased Property within ten Business Days of such notice.Lessee’s rights hereunder; (b) The Lender may proceed to foreclose through retain all Lease Payments previously received and the courts on or otherwise sell, trade-in, repossess or liquidate Lessee Bitcoin Share retained as the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02.Surety Amount; (c) The Lender directly or by its agent, and without notice or liability or legal process, enter upon any premises where the Miner may lease be located, take possession of such Miner, and either store it on said premises without charge or sublease remove the Leased Property same (any damages occasioned by such taking of possession, storage or any portion thereof or sell any interest the Lender has removal being waived by Lessee); in the Leased Property.event of any repossession of the Miner by Lessor, Lessor may (but need not), without notice to Lessee, (i) hold or use all or part of such Miner for any purpose whatsoever, (ii) sell all or part of such Miner at public or private sale for cash or on credit and/or (ii) relet all or part of such Miner upon such terms as Lessor may solely determine; in each case without any duty to account to Lessee except as herein expressly provided; (d) The Lender may declare as immediately due and payable and forthwith recover from Lessee, as liquidated damages and not as a penalty, an amount equal to the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession then aggregate loss value of the Leased Property, Miner less the value of the Fiscal Year in which such Event of Default occurs.Surety Amount then held by Lessor; (e) The Lender may take whatever proceed by appropriate court action to enforce performance of the terms of this Agreement and/or recover damages for the breach hereof; (f) obtain a judgment for the amount of the Lease Payments and late fees delinquent under the contract plus interest at ten percent (10%) on such delinquent payments from the due date, plus attorney's fees without prejudicing Lessor’s right to subsequently obtain judgment for additional, or the balance of, the Lease Payments or to exercise other rights contained in this Agreement or at law or in equity may appear necessary at its option, declare all unpaid Lease Payments, late fees and other moneys due or desirable to enforce its rights in become due under this contract immediately due and payable and to obtain judgment for the Leased Property total amount of unpaid Lease Payments due plus interest of ten percent (10%) on delinquent payments and late fees from due date and reasonable attorney's fees; and (g) exercise the rights on default of a secured party under this Financing Leasethe Uniform Commercial Code.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease shall exists, Lessor will have happened and be continuingthe right, the Lender shall notify the Escrow Agent, if appropriate, and, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) The Lender may terminate the Lease Term and give By written notice to Lessee, Lessor may declare all Rental Payments and other amounts payable by Lessee hereunder to the Town to vacate and surrender possession end of the Leased Property within ten Business Days of such notice.then current Original Term or Renewal Term to be due; (b) The Lender With or without terminating this Agreement, Lessor may proceed enter the premises where the Equipment is located and retake possession of the Equipment or require Lessee at Lessee’s expense to foreclose through promptly return any or all of the courts on Equipment to the possession of Lessor at a place specified by Lessor, and sell or otherwise selllease the Equipment or, trade-infor the account of Lessee, repossess sublease the Equipment, holding Lessee liable for the difference between (i) the Rental Payments and other amounts payable by Lessee hereunder plus the applicable Purchase Price, and (ii) the net proceeds of any such sale, lease or liquidate sublease (after deducting all expenses of Lessor in exercising its remedies under this Agreement, including without limitation, all expenses of taking possession, storing, reconditioning and selling or leasing the Town’s interest in the Leased PropertyEquipment and all brokerage, or any part thereof in any lawful manner; provided, however, auctioneers’ and attorneys’ fees) provided that the Lender may amount of Lessee’s liability under this subparagraph (b) shall not recover from exceed the Town any deficiency which may exist following Rental Payments and other amounts otherwise due hereunder plus the liquidation remaining Rental Payments and other amounts payable by Lessee to the end of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02.Original Term or Renewal Term; (c) The Lender Lessor may lease or sublease provide written notice of the Leased Property or occurrence of an Event of Default to the escrow agent under any portion thereof or sell any interest related escrow agreement, and the Lender has in escrow agent shall thereupon promptly remit to Lessor the Leased Property.entire balance of the escrow fund established thereunder; and (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender Lessor may take whatever other action at law or in equity may appear necessary or desirable to enforce its rights in as the owner of the Equipment. In addition, Lessee will remain liable for all covenants and indemnities under this Agreement and for all reasonable legal fees and other reasonable costs and expenses, including court costs, incurred by Lessor with respect to the Leased Property under this Financing Leaseenforcement of any of the remedies listed above or any other remedy available to Lessor.

Remedies on Default. Whenever Upon the happening and during the continuance of any Event of Default referred to in Section 13.01 of this Financing Lease Default, Lender shall have happened and be continuingthe right, in addition to any other rights or remedies available to Lender under the Lender shall notify Mortgage or any of the Escrow Agentother Loan Documents or under applicable Law, if appropriate, and, without to exercise any further demand or notice, take one or any combination more of the following remedial stepsrights and remedies: (a) The Lender may terminate the Lease Term and give notice its obligation to the Town to vacate and surrender possession disburse any further principal of the Leased Property within ten Business Days of such noticeLoan pursuant to this Agreement by Notice to Borrower. (b) The Lender may proceed accelerate all of Borrower’s Obligations under the Loan Documents whereupon such Obligations shall become immediately due and payable, without notice of default, acceleration or intention to foreclose through the courts on accelerate, presentment or otherwise selldemand for payment, trade-in, repossess protest or liquidate the Town’s interest in the Leased Propertynotice of nonpayment or dishonor, or notices or demands of any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency kind or character (all of which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02are hereby waived by Borrower). (c) The Lender may lease or sublease apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from foreclose the TownMortgage and/or exercise all remedies with respect to any other Collateral. (e) Lender may set off the amounts due Lender under the Loan Documents against all accounts, credits, money, securities or other property of Borrower now or hereafter under the control, maintained in an account, or in the possession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower. (f) Lender may enter into possession of the Property and perform any and all work and labor necessary to complete the development of the Land and the construction of the Improvements (whether or not in accordance with the Plans and Specifications) and to employ watchmen to protect the Property and the Improvements. All sums expended by Lender for such purposes shall be deemed to have been advanced to Borrower under the Note and shall be secured by the Mortgage and the other Security Documents. For this purpose, Borrower hereby constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution, which power is coupled with an interest, but without any fiduciary duty, to 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 under the portion control or maintained in an account of Base Rentals Lender and Additional Rentals any funds which would otherwise have been payable hereundermay remain unadvanced hereunder for the purpose of completing the development of the Land and the construction of the Improvements, during whether or not in the manner called for in the Plans and Specifications; (ii) To make such additions and changes and corrections to the Plans and Specifications as shall be necessary or desirable in the judgment of Lender to complete the development of the Land and the construction of the Improvements; (iii) To employ or terminate on behalf of Borrower such contractors, subcontractors, agents, architects and inspectors as shall be necessary or desirable for said purpose; (iv) To pay, settle or compromise all existing bills and claims which are or may be liens against the Property, or may be necessary or desirable for the completion of the work or the clearance of title to the Property; (v) To execute all applications and certificates which may be required in the name of Borrower; (vi) To file for record, at Borrower’s cost and expense and in Borrower’s name, any period notices of completion, notices of cessation of labor, or any other notices that Lender in which the Town continues its sole and absolute discretion may consider necessary or desirable to occupy, use or possess the Leased Propertyprotect its security; and (iivii) Base Rentals To do any and Additional Rentals which would otherwise have been payable by every act with respect to the Town hereunder during the remainder, after the Town vacates and surrenders possession development of the Leased Property, Land and the construction of the Fiscal Year Improvements which Borrower may do in its own behalf. It is understood and agreed that this power of attorney shall be deemed to be a power coupled with an interest which cannot be revoked so long as any Obligations are outstanding. Said attorney-in- fact shall also have the power to prosecute and defend all actions or proceedings in connection with the development of the Land and the construction of the Improvements and to take such Event of Default occurs. (e) The actions and to require such performance as Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Leasedeem necessary.

Remedies on Default. Whenever Upon the happening of any Event of Default referred to in Section 13.01 of this Financing Lease Default, Lender shall have happened and be continuingthe right, in addition to any other rights or remedies available to Lender under the Lender shall notify Mortgage or any of the Escrow Agentother Loan Documents or under applicable Law, if appropriate, and, without to exercise any further demand or notice, take one or any combination more of the following remedial stepsrights and remedies: (a) The Lender may terminate accelerate all of Borrower’s Obligations under the Lease Term Loan Documents whereupon such Obligations shall become immediately due and give payable, without notice of default, acceleration or intention to the Town to vacate and surrender possession accelerate, presentment or demand for payment, protest or notice of the Leased Property within ten Business Days nonpayment or dishonor, or notices or demands of such noticeany kind or character (all of which are hereby waived by Borrower). (b) The Lender may proceed apply to foreclose through the courts on or otherwise sellany court of competent jurisdiction for, trade-inand obtain appointment of, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals a receiver for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02Property. (c) The Lender may lease set off the amounts due Lender under the Loan Documents, whether or sublease not matured and regardless of the Leased Property adequacy of any other collateral securing the Loan, against any and all accounts, credits, money, securities or any portion thereof other property of Borrower now or sell any interest the Lender has hereafter on deposit with, held by or in the Leased Propertypossession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower. This provision shall exclude and not apply to accounts of any Approved Manager (other than Borrower) and Guarantor. (d) The Lender may recover from enter into possession of the TownProperty and perform any and all work and labor necessary to complete any construction at the Property, including any construction of tenant improvements, and to employ watchmen to protect the Property and the Improvements. All sums expended by Lender for such purposes shall be deemed to have been advanced to Borrower under the Note and shall be secured by the Mortgage. 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 portion purpose of Base Rentals completing any construction, including any construction of tenant improvements, whether or not in the manner called for in the applicable plans and Additional Rentals specifications; this provision shall exclude and not apply to accounts of any Approved Manager (other than Borrower) and Guarantor; (ii) To make such additions and changes and corrections to any plans and specifications as shall be necessary or desirable in the judgment of Lender to complete any construction, including any construction of tenant improvements; (iii) To employ such contractors, subcontractors, agents, architects and inspectors as shall be necessary or desirable for said purpose; (iv) To pay, settle or compromise all existing bills and claims which would otherwise have been payable hereunderare or may be liens against the Property, during or may be necessary or desirable for the completion of the work or the clearance of title to the Property; (v) To execute all applications and certificates which may be required in the name of Borrower; (vi) To enter into, enforce, modify or cancel Leases and to 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 period notices of completion, notices of cessation of labor, or any other notices that Lender in which the Town continues its sole and absolute discretion may consider necessary or desirable to occupy, use or possess the Leased Propertyprotect its security; and (iiviii) Base Rentals To do any and Additional Rentals every act with respect to any such construction which would otherwise Borrower may do in its own behalf. It is understood and agreed that this power of attorney shall be deemed to be a power coupled with an interest which cannot be revoked. Said attorney-in-fact shall also have been payable by the Town hereunder during power to prosecute and defend all actions or proceedings in connection with any construction at the remainder, after the Town vacates and surrenders possession of the Leased Property, including any construction of the Fiscal Year in which tenant improvements, and to take such Event of Default occurs. (e) The actions and to require such performance as Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Leasedeem necessary.

Remedies on Default. Whenever If any Event of the Events of Default referred to in Section 13.01 of this Financing Lease hereinabove specified shall occur, Landlord, at any time thereafter, shall have happened and be continuing, the Lender shall notify the Escrow Agent, if appropriate, and, without may exercise any further demand or notice, take one or any combination of the following remedial stepsrights and remedies: (a) The Lender may Landlord may, pursuant to written notice thereof to Tenant, immediately terminate the Lease Term this Agreement and, peaceably or pursuant to appropriate legal proceedings, re-enter, retake and give notice to the Town to vacate and surrender resume possession of the Leased Property within ten Business Days for Landlord's own account without liability for trespass (Tenant hereby waiving any right to notice or hearing prior to such taking of possession by Landlord) and, for Tenant's breach of and default under this Agreement, recover immediately from Tenant any and all sums and damages due or in existence at the time of such notice. termination, including, without limitation, (bi) The Lender all Rent and other sums, charges, payments, costs and expenses agreed and/or required to be paid by Tenant to Landlord hereunder prior to such termination, (ii) all costs and expenses of Landlord in connection with the recovery of possession of the Leased Property, including reasonable attorney's fees based upon services rendered at hourly rates and court costs, and (iii) all costs and expenses of Landlord in connection with any reletting or attempted reletting of the Leased Property or any part or parts thereof, including, without limitation, brokerage fees, advertising costs, reasonable attorney's fees based upon services rendered at hourly rates based upon service rendered at hourly rates and the cost of any alterations or repairs or tenant improvements which may proceed be reasonably required to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in so relet the Leased Property, or any part thereof in or parts thereof. (b) Landlord may, pursuant to any lawful manner; providedprior notice required by law, howeverand without terminating this Agreement, that the Lender may not recover from the Town any deficiency which may exist following the liquidation peaceably or pursuant to appropriate legal proceedings, re-enter, retake and resume possession of the Town’s interest in the Leased Property for the account of Tenant, make such alterations of and repairs and improvements to the Leased Property as may be reasonably necessary in excess order to relet the same or any part or parts thereof and, directly or through a qualified management or operating company which may include an Affiliated Person of Base Rentals Landlord, operate and manage the Leased Property, and relet or attempt to relet the Leased Property or any part or parts thereof for such term or terms (which may be for a term or terms extending beyond the Term of this Agreement), at such rents and upon such other terms and provisions as Landlord, in its sole discretion, may deem advisable. If Landlord takes possession and control of the Leased Property and operates the same, Tenant shall, for so long as Landlord is actively operating the Leased Property, have no obligation to operate the Leased Property but agrees that Landlord, any contract manager or operator, or any new tenant or sublessee may, to the extent permitted by law, operate the Facility under Tenant's Permits, including its Medicaid and Medicare provider agreements, if any, until same are issued in the name of the Landlord or the new manager/operator or tenant or sublessee, as applicable. If Landlord relets or attempts to relet the Leased Property, or obtains a contract manager or operator for the Leased Property, Landlord shall at its sole discretion determine the terms and provisions of any new lease or sublease, or management or operating agreement, and whether or not a particular proposed manager or operator, or new tenant or sublessee, is acceptable to Landlord. Upon any such reletting, or the operation of the Leased Property by a contract manager or operator, all rents or incomes received by the Landlord from such reletting or otherwise from the operation of the Leased Property shall be applied, (i) first, to the payment of all costs and expenses of recovering possession of the Leased Property, (ii) second, to the payment of any costs and expenses of such reletting and or operation, including brokerage fees, advertising costs, reasonable attorney's fees based upon service rendered at hourly rates, a management fee of between five percent (5%) and ten percent (10%) of the gross revenues generated, and the cost of any alterations and repairs reasonably required for such reletting or operation of the Leased Property; (iii) third, to the payment of any indebtedness, other than Rent, due hereunder from Tenant to the Landlord, (iv) fourth, to the payment of all Rent and other sums due and unpaid hereunder, and (v) fifth, the residue, if any, shall be held by the Landlord and applied in payment of future Rent as the same may become due and payable hereunder. If the rents received from such reletting or net income from the operation of the Leased Property during any period shall be less than the Rents and Additional Rentals Charges required to be paid during that period by the Tenant hereunder, Tenant shall promptly pay any such deficiency to the Landlord and failing the prompt payment thereof by Tenant to Landlord, Landlord shall immediately be entitled to institute legal proceedings for the then current Fiscal Year recovery and in excess collection of amounts payable the same. Such deficiency shall be calculated and paid at the time each payment of Minimum Rent, Percentage Rent or any other sum shall otherwise become due under subparagraph (d) this Agreement, or, at the option of Landlord, at the end of the Term of this Section 13.02Agreement. Landlord shall, in addition, be immediately entitled to sue for and otherwise rec▇▇▇r from Tenant any other damages occasioned by or resulting from any abandonment of the Leased Property or other breach of or default under this Agreement other than a default in the payment of Rent. No such re-entry, retaking or resumption of possession of the Leased Property by the Landlord for the account of Tenant shall be construed as an election on the part of Landlord to terminate this Agreement unless a written notice of such intention shall be given to the Tenant or unless the termination of this Agreement be decreed by a court of competent jurisdiction. Notwithstanding any such re-entry and reletting or attempted reletting of the Leased Property or any part or parts thereof for the account of Tenant without termination, Landlord may at any time thereafter, upon written notice to Tenant, elect to terminate this Agreement or pursue any other remedy available to Landlord for Tenant's previous breach of or default under this Agreement. (c) The Lender Landlord may, without re-entering, retaking or resuming possession of the Leased Property, sue for all Rent and all other sum▇, charges, payments, costs and expenses due from Tenant to Landlord hereunder (discounted to present value) either: (i) as they become due under this Agreement, taking into account that Tenant's right and option to pay the Rent hereunder on a monthly basis in any particular Fiscal Year is conditioned upon the absence of a Default on Tenant's part in the performance of its obligations under this Agreement, or (ii) at Landlord's option, accelerate the maturity and due date of the whole or any part of the Rent for the entire then-remaining unexpired balance of the Term of this Agreement, as well as all other sums, charges, payments, costs and expenses required to be paid by Tenant to Landlord hereunder, including, without limitation, damages for breach or default of Tenant's obligations hereunder in existence at the time of such acceleration, such that all sums due and payable under this Agreement shall, following such acceleration, be treated as being and, in fact, be due and payable in advance as of the date of such acceleration. Landlord may lease then proceed to recover and collect all such unpaid Rent and other sums so sued for from Tenant by distress, levy, execution or sublease otherwise. Regardless of which of the foregoing alternative remedies is chosen by Landlord under this subparagraph (c), Landlord shall not be required to relet the Leased Property nor exercise any other right granted to Landlord pursuant to this Agreement, nor, except as may be required by Applicable Laws, shall Landlord be under any obligation to minimize or mitigate Landlord's damages or Tenant's loss as a result of Tenant's breach of or default under this Agreement. Notwithstanding the foregoing, following such time as Landlord may obtain possession of the Leased Property, Landlord or its successor Landlord at the time of any Lease termination, shall continue to make the Leased Property available for lease, on an "as is" basis, and shall turn over the net proceeds thereof to Tenant to the extent actually received by Landlord in respect of any time period for which Landlord shall have received the full amount of Rent payable with respect thereto (albeit perhaps on a basis reasonably discounted for the time value of money or present-value basis). (d) Landlord may, in addition to any other remedies provided herein, enter upon the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: and take possession of (i) the portion any and all of Base Rentals and Additional Rentals which would otherwise have been payable hereunderTenant's Personal Property, during any period in which the Town continues to occupyif any, use or possess the Leased Property; and (ii) Base Rentals Tenant's books and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of records necessary to operate the Leased Property, and (iii) all the bank accounts concerning, or established for, the Leased Property, without liability for trespass or conversion (Tenant hereby waiving any right to notice or hearing prior to such taking of possession by Landlord) and sell the same by public or private sale, after giving Tenant reasonable notice of the Fiscal Year time and place of any public or private sale, at which sale Landlord or its assigns may purchase all or any portion of Tenant's Personal Property, if any, unless otherwise prevented by law. Unless otherwise provided by law and without intending to exclude any other manner of giving Tenant reasonable notice, the requirement of reasonable notice shall be met if such notice is given at least ten (10) days before the date of sale. The proceeds from any such disposition, less all expenses incurred in connection with the taking of possession, holding and selling of such Property (including reasonable attorneys' fees based upon services rendered at hourly rates) shall be credited against Rent which such Event of Default occursis due hereunder. (e) Tenant acknowledges that one of the rights and remedies available to Landlord under Applicable Law is to apply to a court of competent jurisdiction for the appointment of a receiver to collect the rents, issues, profits and income of the Leased Property and to manage the operation of the Leased Property. Tenant hereby further acknowledges that the revocation, suspension or material limitation of the certification of the Leased Property for provider status under Medicare or Medicaid (or successor programs) and/or the revocation, suspension or material limitation of the license of the Leased Property as an skilled nursing, assisted living and dementia care facility under the laws of the State will materially and irreparably impair the value of Landlord's investment in the Leased Property. Therefore, in any of such events, and in addition to any other right or remedy of Landlord under this Agreement, Landlord may petition any appropriate court for appointment of a receiver to manage the operation of the Leased Property (or any portion thereof as to which Tenant has suffered the revocation, suspension or material limitation of any license), to collect and disburse all rents, issues, profits and income generated thereby and to preserve or replace to the extent possible the operating license and provider certification of the Leased Property or to otherwise substitute the licensee or provider thereof. The Lender receiver shall be entitled to a reasonable fee for his services as receiver. All such fees and other expenses of the receivership estate shall be payable as Additional Charges under this Agreement. Tenant hereby irrevocably stipulates to the appointment of a receiver under such circumstances and for such purposes and agrees not to contest such appointment. (f) In addition to the remedies hereinabove specified and enumerated, Landlord shall have and may take whatever action exercise the right to invoke any other remedies allowed at law or in equity as if the remedies of re-entry, unlawful detainer proceedings and other remedies were not herein provided. Accordingly, the mention in this Agreement of any particular remedy shall not preclude Landlord from having or exercising any other remedy at law or in equity. Nothing herein contained shall be construed as precluding the Landlord from having or exercising such lawful remedies as may appear be and become necessary in order to preserve the Landlord's right or desirable to enforce its rights the interest of the Landlord in and to the Leased Property and in this Agreement, even before the expiration of any notice periods provided for in this Agreement, if under the particular circumstances then existing the allowance of such notice periods will prejudice or will endanger the rights and estate of the Landlord in this Financing LeaseAgreement and in the Leased Property. In addition, any provision of this Agreement to the contrary notwithstanding, no provision of this Agreement shall delay or otherwise limit Landlord's right to seek injunctive relief or Tenant's obligation to comply with any such injunctive relief.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease shall have happened occurred and be continuing, Lender, as assignee of Issuer, shall have the Lender shall notify the Escrow Agentright, if appropriate, and, at its sole option without any further demand or notice, to take any one or any combination of the following remedial stepssteps insofar as the same are available to secured parties under Article 9 of the UCC in effect in the State from time to time and which are otherwise accorded to Lender, as assignee of Issuer, by applicable law: (a) The Lender may terminate the Lease Term and give by notice to Issuer and Borrower, declare the Town to vacate and surrender possession entire unpaid principal amount of the Leased Property within ten Business Days Loan then outstanding, all interest accrued and unpaid thereon and all amounts payable under this Agreement to be forthwith due and payable, whereupon the Loan, all such accrued interest and all such amounts shall become and be forthwith due and payable, without presentment, notice of such notice.dishonor, protest or further notice of any kind, all of which are hereby expressly waived by Borrower; (b) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation take possession of the Town’s interest Equipment and/or Additional Collateral wherever situated, without any court order or other process of law and without liability for entering the premises, and lease, sublease or make other disposition of the Equipment and/or Additional Collateral for use over a term in the Leased Property in excess of Base Rentals and Additional Rentals a commercially reasonable manner, all for the then current Fiscal Year account of Lender, provided that Borrower shall remain directly liable for the deficiency, if any, between the rent or other amounts paid by a lessee or sublessee of the Equipment and/or the Additional Collateral pursuant to such lease or sublease during the same period of time, after deducting all costs and in excess expenses, including reasonable attorneys' fees and expenses, incurred with respect to the recovery, repair and storage of amounts payable under subparagraph (d) the Equipment and/or Additional Collateral during such period of this Section 13.02.time; (c) The Lender may lease take possession of the Equipment and/or the Additional Collateral wherever situated, without any court order or sublease other process of law and without liability for entering the Leased Property or any portion thereof or premises, and sell any interest the Lender has Equipment and/or Additional Collateral in a commercially reasonable manner. All proceeds from such sale shall be applied in the Leased Property.following manner: FIRST, to pay all proper and reasonable costs and expenses associated with the recovery, repair, storage and sale of the Equipment and/or Additional Collateral, including reasonable attorneys' fees and expenses; SECOND, to pay (i) Lender the amount of all unpaid Loan Payments or other obligations (whether direct or indirect owed by Borrower to Lender), if any, which are then due and owing, together with interest and late charges thereon, (ii) Lender the then applicable Prepayment Amount (taking into account the payment of past-due Loan Payments as aforesaid), plus a pro rata allocation of interest, at the rate utilized to calculate the Loan Payments, from the next preceding due date of a Loan Payment until the date of payment by the buyer, and (iii) any other amounts due hereunder, including indemnity payments, taxes, charges, reimbursement of any advances and other amounts payable to Lender or Issuer hereunder; and THIRD, to pay the remainder of the sale proceeds, purchase moneys or other amounts paid by a buyer of the Equipment and/or Additional Collateral to Borrower; (d) The proceed by appropriate court action to enforce specific performance by Issuer or Borrower of the applicable covenants of this Agreement or to recover for the breach thereof, including the payment of all amounts due from Borrower. Borrower shall pay or repay to Lender may recover from the Town: (i) the portion or Issuer all costs of Base Rentals and Additional Rentals which would otherwise have been payable hereundersuch action or court action, during any period in which the Town continues to occupyincluding, use or possess the Leased Propertywithout limitation, reasonable attorneys' fees; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and with respect to the Leased Property under this Financing LeaseEquipment and/or Additional Collateral. Borrower shall pay or repay to Lender or Issuer all costs of such action or court action, including, without limitation, reasonable attorneys' fees. Notwithstanding any other remedy exercised hereunder, Borrower shall remain obligated to pay to Lender any unpaid portion of the Prepayment Amount.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 Upon the termination of this Financing Lease shall have happened and be continuingLease, at its expiration by lapse of time or otherwise, the Lender Tenant shall notify yield up immediate possession to the Escrow AgentLandlord. It is mutually agreed as a condition of this Lease, and the Tenant covenants, that if appropriatethere shall be a default as defined above, andthen and in each and every case, the term hereby granted shall, at the election of the Landlord, immediately thereupon cease, terminate and come to an end, without any further demand formality and without prejudice to Landlord's right to rents due or notice, take one or any combination of to become due; and the following remedial steps: (a) The Lender Landlord may terminate the Lease Term recover and give notice to the Town to vacate and surrender resume possession of the Leased Property within ten Business Days demised premises by any legal means; and in such case, the Landlord shall have the right to re-enter upon said premises and resume possession of such notice. (b) The Lender may proceed same and without prejudice to foreclose through the courts on or any remedies which might otherwise sell, trade-in, repossess or liquidate the Town’s interest be available to Landlord. It is understood and agreed that in the Leased Propertyevent of default of Tenant's obligations as defined in this Agreement, or any part thereof in any lawful manner; provided, however, so that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders Landlord resumes possession of the Leased Propertysubject real property and improvements thereon, the Tenant's obligations for monthly installment payments shall not terminate; that each month's unpaid installment shall constitute a separate cause of action for which the Landlord may litigate independently. Any action or suit to recover possession of said real property and improvements shall not terminate rent obligations due from Tenant. The written notice of Landlord's intention to terminate this Lease hereinabove provided for shall be deemed a re-entry under the law, as to all rights between Landlord and Tenant herein, and upon any such resumption of possession by the Landlord in any manner, Landlord may remove all persons and property from the demised premises. Landlord may thereafter be entitled to hold the Tenant liable for expenses incurred by the Landlord for necessary repairs to the demised premises, so far as incumbent upon the Tenant to keep same in repair, or by reason of the Fiscal Year breach of any of the terms, conditions, or covenants of this Lease, and all expenses incurred in which such Event recovering possession of Default occursthe premises and in reletting same to mitigate Landlord's loss. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Lease.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease exists, Lessor shall have happened and be continuingthe right, the Lender shall notify the Escrow Agent, if appropriate, and, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: : (a) The Lender by written notice to Lessee, Lessor may terminate declare all Rental Payments payable by Lessee pursuant to such Lease and other amounts payable by Lessee under such Lease to the end of the then current Original Term or Renewal Term to be immediately due and payable; (b) with or without terminating the Lease Term under such Lease, Lessor may enter the premises where the Equipment listed in such Lease is located and give notice retake possession of such Equipment or require Lessee at Lessee's expense to promptly return any or all of such Equipment to the Town to vacate and surrender possession of Lessor at such place within the Leased Property within ten Business Days of United States as Lessor shall specify, and sell or lease such notice. (b) The Lender may proceed to foreclose through the courts on or otherwise sellEquipment or, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess account of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or Lessee, sublease such Equipment, continuing to hold Lessee liable for the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town:difference between (i) the portion Rental Payments payable by Lessee pursuant to such Lease and other amounts related to such Lease of Base Rentals the Equipment listed therein that are payable by Lessee to the end of the then current Original Term or Renewal Term, as the case may be, and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals the net proceeds of any such sale, leasing or subleasing (after deducting all expenses of Lessor in exercising its remedies under such Lease, including without limitation all expenses of taking possession, storing, reconditioning and Additional Rentals which would otherwise have been payable by selling or leasing such Equipment and all brokerage, auctioneer’s and attorney’s fees), subject, however, to the Town hereunder during the remainder, after the Town vacates and surrenders possession provisions of the Leased Property, Section 7 hereof. The exercise of the Fiscal Year any such remedies in which respect of any such Event of Default occurs. shall not relieve Lessee of any other liabilities under any other Lease or the Equipment listed therein; and (ec) The Lender Lessor may take whatever action at law or in equity may appear necessary or desirable to enforce its rights under such Lease or as a secured party in any or all of the Equipment. Any net proceeds from the exercise of any remedy under a Lease (after deducting all costs and expenses referenced in the Section) shall be applied as follows: (i) if such remedy is exercised solely with respect to the Leased Property a single Lease, Equipment listed in such Lease or rights thereunder, then to amounts due pursuant to such Lease and other amounts related to such Lease or such Equipment; or (ii) if such remedy is exercised with respect to more than one Lease, Equipment listed in more than one Lease or rights under this Financing more than one Lease, then to amounts due pursuant to such Leases pro-rata.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease shall exists, Lessor will have happened and be continuingthe right, the Lender shall notify the Escrow Agent, if appropriate, and, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) The Lender By written notice to ▇▇▇▇▇▇, Lessor may terminate declare all principal portions of Rental Payments and other amounts payable by Lessee hereunder to the end of the Lease Term and give notice interest portions of Rental Payments accrued to the Town actual payment date to vacate and surrender possession of the Leased Property within ten Business Days of such notice.be due; (b) The Lender With or without terminating this Agreement, Lessor may proceed to foreclose through enter the courts on or otherwise sell, trade-in, repossess or liquidate premises where the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation Equipment is located and retake possession of the TownEquipment or require Lessee at Lessee’s interest in expense to promptly return any or all of the Leased Property in excess Equipment to the possession of Base Rentals Lessor at a place specified by Lessor, and Additional Rentals sell or lease the Equipment or, for the then current Fiscal Year account of Lessee, sublease the Equipment, holding Lessee liable for the difference between (i) the Rental Payments and in excess of other amounts payable by Lessee hereunder to the end of the Lease Term, and (ii) the net proceeds of any such sale, lease or sublease (after deducting all expenses of Lessor in exercising its remedies under subparagraph (d) this Agreement, including without limitation, all expenses of this Section 13.02.taking possession, storing, reconditioning and selling or leasing the Equipment and all brokerage, auctioneers’ and attorneys’ fees); and (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender Lessor may take whatever other action at law or in equity may appear necessary or desirable to enforce its rights in under this Agreement. In addition, ▇▇▇▇▇▇ will remain liable for all covenants under this Agreement and for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the Leased Property enforcement of any of the remedies listed above or any other remedy available to Lessor. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ agree that there is no intention to create under this Financing LeaseAgreement a right of Lessor to dispossess Lessee involuntarily of the legal title to or the right of use of the Equipment. Lessor hereby irrevocably waives any right to specific performance of ▇▇▇▇▇▇’s covenant to transfer legal title and return of possession of the Equipment to Lessor.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 14.01 of this Financing Lease shall have happened and be continuing, the Lender shall notify the Escrow Agent, if appropriate, andTrustee shall, without any further demand or notice, take one or any combination of the following remedial steps: (a) The Lender may Trustee may[, with the written consent of the Insurer, and shall, at the written direction of the Insurer,] terminate the Lease Term and give notice to the Town County to vacate and surrender possession of the Leased Property within ten 10 Business Days of such notice.. DRAFT (b) The Lender may [In the event that payments under the Policy shall be insufficient to pay the principal of and interest on the Series 2019 Certificates when due], the Trustee may[, and shall, at the written direction of the Insurer,] proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful mannermanner and may exercise all the rights and remedies of a secured party under the Colorado Uniform Commercial Code with respect to the Equipment included in the Leased Property and in accordance with the remedies in the Indenture; provided, however, that the Lender Trustee may not recover from the Town County any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.0214.02. (c) The Lender may In the event that the Trustee deems such action to be in the best interests of the Owners of the Series 2019 Certificates, the Trustee may[, with the written consent of the Insurer, and shall, at the written direction of the Insurer,] lease or sublease the Leased Property or any portion thereof or sell any interest the Lender Trustee has in the Leased PropertyProperty for the benefit of such Owners. (d) The Lender Trustee may recover from the TownCounty: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town County continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town County hereunder during the remainder, after the Town County vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Lease.

Remedies on Default. Whenever any Upon the occurrence of an Event of Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuingDefault, the Lender shall notify the Escrow Agent, if appropriate, and, without Tri-State may do any further demand or notice, take one or any combination more of the following remedial stepsfollowing: (a) The Lender may terminate the Lease Term Accelerate and give notice declare immediately due and payable, all indebtedness of Customer to the Town to vacate Tri-State, whether mature, contingent or otherwise, including without limitation (i) outstanding purchased Accounts, (ii) any unpaid Minimum Fees and surrender possession of the Leased Property within ten Business Days of such notice(iii) all other fees, costs and expenses as required hereunder. (b) The Lender may proceed Require the Customer to foreclose through repurchase any and all Accounts, whether disputed or undisputed, and pay the courts on or otherwise sellRepurchase Price for those Accounts as provided herein, trade-inand, repossess or liquidate the Town’s interest in the Leased Propertyevent the Repurchase Price is not promptly paid, ▇▇▇▇▇ Fargo may continue to collect such Accounts and charge a reasonable fee in connection with such collection activities in addition to any other fees or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals charges provided for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02herein. (c) The Lender may lease or sublease the Leased Property or Cease purchasing any portion thereof or sell any interest the Lender has in the Leased PropertyAccount under this Agreement. (d) The Lender may recover from the Town: (i) the portion of Base Rentals Notify any Account Debtor and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders take possession of the Leased Property, of the Fiscal Year in which such Event of Default occursCollateral and collect any Account without judicial process. (e) The Lender may Settle any disputed Account directly with the Account Debtor without relieving Customer of its obligations with respect to such Account under this Agreement. (f) Require Customer to assemble the Collateral and the records pertaining to Accounts and make them available to Tri-State at a place designated by Tri-State. (g) Enter the premises of Customer and take whatever action at law or in equity may appear necessary or desirable to enforce its rights in possession of the Collateral and of the records pertaining to the Leased Property under Accounts and any other Collateral. (h) Grant extensions, compromise claims and settle any Account for less than face value, all without prior notice to Customer. (i) Use, in connection with any assembly or disposition of the Collateral, any trademark, trade name, trade style, copyright, patent right or technical process used or utilized by Customer. (j) Initiate electronic credit or debit entries through the ACH system to and from Customer’s deposit account maintained by Customer wherever located. (k) Hold Customer liable for any deficiency for any amounts due and owing to Tri-State. (l) Cease making reports or accountings to the Customer as otherwise required by this Financing LeaseAgreement. (m) For any reason apply for the ex parte appointment of a receiver of the Accounts, the related rights set forth in Section 3.01 above and the Collateral (to which appointment Customer hereby consents) without the necessity of posting a bond or other form of security (which Customer hereby waives).

Remedies on Default. Whenever In the event of any Event of Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuingsuch default by Tenant, the Lender shall notify the Escrow Agent, if appropriate, and, without any further demand or notice, take one or any combination of the following remedial steps: ------------------- then Landlord may elect either (a) The Lender may to cancel and terminate this Lease, (b) to terminate Tenant's right to possession only without terminating the Lease Term Lease, or (c) pursue any other remedy available at law or equity. In the event of election under 17.2(b) above to terminate Tenant's right to possession only, Landlord may, at Landlord's option, enter into the Premises, change the locks and give notice to the Town to vacate take and surrender hold possession of the Leased Property within ten Business Days Premises in accordance with applicable law, without such entry into possession terminating this Lease or releasing Tenant in whole or in part from Tenant's obligation to pay the Rent hereunder for the full stated term. Upon such re-entry, Landlord may remove all persons and property from the Premises, and such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant. No re-entry or taking possession of the Premises by Landlord pursuant to this Section shall be construed as an election to terminate this Lease unless a written notice of such notice. (b) The Lender may proceed intention is given to foreclose through Tenant or unless the courts on or otherwise selltermination thereof is decreed by a court of competent jurisdiction. Upon and after entry into possession without termination of the Lease, trade-in, repossess or liquidate Landlord shall use good faith best efforts to relet the Town’s interest in the Leased PropertyPremises, or any part thereof in thereof, for the account of Tenant, to any lawful manner; providedperson, howeverfirm or corporation, that other than Tenant, for such rent, for such time and upon such terms as Landlord, using reasonable discretion, shall determine, subject to Landlord's legal duty to mitigate its damages and re-let the Lender Premises, but Landlord shall not be required to accept any tenant offered by Tenant or to observe any instruction given by Tenant about such reletting. In any such case, Landlord may make repairs and redecorate the Premises to the extent reasonably necessary to secure a replacement tenant, and Tenant shall, upon demand, pay the costs thereof, together with all of Landlord's reasonable expenses of reletting. If the consideration collected by Landlord upon any such reletting for Tenant's account, and after deducting all expenses incident thereto, including reasonable brokerage fees and legal expenses, is not recover from sufficient to pay monthly the Town any deficiency which may exist following the liquidation full amount of the Town’s interest Rent provided in this Lease, Tenant shall pay to Landlord the Leased Property in excess amount of Base Rentals and Additional Rentals for each monthly deficiency upon demand. In the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease event that Landlord shall have terminated Tenant's right to possession only, Landlord shall have the Leased Property or right to further pursue any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take whatever action remedy at law or in equity that may appear necessary or desirable be available to enforce its rights in and to the Leased Property under this Financing LeaseLandlord.

Remedies on Default. Whenever any Event of Default referred In the event Lessee breaches the within lease, abandons the property, or breaches the lease and abandons the property or in the event the Lessor terminates the Lessee's right to in Section 13.01 possession because of this Financing Lease shall have happened and be continuinglease, the Lender shall notify the Escrow AgentLessor may, if appropriateat his sole option, and, without any further demand or notice, take pursue one or any combination of the following remedial stepsremedies: (a) Terminate the lease, declare it forfeited, remove all persons and the Lessee's property therefrom, and recover from the Lessee: (i) The Lender may terminate worth at the Lease Term and give notice to the Town to vacate and surrender possession time of award of the Leased Property within ten Business Days unpaid rent which had been earned at the time of termination; (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 noticerental loss that the Lessee proves could have been reasonably avoided; and (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 be reasonably avoided; and (iv) Any other amount necessary to compensate the Lessor for all the detriment proximately caused by Lessee's failure to perform his obligations under the lease or which in the ordinary course of things would be likely to result therefrom. (b) The Lender Not terminate the lease, or the Lessee's right to possession, but allow the same to continue in full force and effect, and Lessor may proceed thereby enforce all rights and remedies under this lease, including, but not limited to, the right to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest recover rent as it becomes due hereunder. No act of Lessor in the Leased Propertymaintenance or preservation of the property, or any part thereof in any lawful manner; providedefforts to relet the property, howeveror in the appointment of a receiver to protect the Lessor's interest hereunder, that the Lender may not recover from the Town any deficiency which may exist following the liquidation shall be deemed to constitute a termination of the Town’s interest in lease or of the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02.Lessee's right to possession; or (c) The Lender may Not terminate the lease, or the Lessee's right to possession, and enter into and upon and take possession of said leased premises as agent and for the account of said Lessee, and if said Lessor so elects to lease or sublease rent the Leased Property whole or any portion thereof part of said premises for the balance or sell any interest part of the Lender has term of this lease, and retain all rents thus received, and, after deducting therefrom all expenses incurred in the Leased Property.collection of said rents, apply the balance of the payment of the rents payable hereunder by said Lessee, but the performance of all or any of the said acts by the said Lessor shall in nowise release or discharge said Lessee from a full and strict compliance with and performance of all of the terms, conditions and covenants of this lease on the part of said amount of rent which said Lessee promised to pay as rental for the said leased premises for and during the whole term of this lease; (d) The Lender may Terminate the lease whereupon the Lessor, at his option, shall be entitled to recover from the Town: (i) Lessee the portion worth at the time of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Propertysuch termination, of the Fiscal Year excess, if any, of the amount of rent and charges equivalent to rent reserved in which such Event the lease for the balance of Default occursthe stated term or any shorter period of time over the then reasonable rental value of the property for the same period. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Lease.

Remedies on Default. Whenever In the event of any Event such default or breach by Tenant, Landlord may at any time thereafter with or without notice or demand and without limiting Landlord in the exercise of Default referred to in Section 13.01 a right or remedy which Landlord may have by reason of this Financing Lease shall have happened and be continuing, the Lender shall notify the Escrow Agent, if appropriate, and, without any further demand such default or notice, take one or any combination of the following remedial stepsbreach: (a1) The Lender may Terminate Tenant's right to possession of the Premises by any lawful means, in which case this Lease shall terminate the Lease Term and give notice to the Town to vacate and Tenant shall immediately surrender possession of the Leased Property within ten Business Days Premises to Landlord. In such event, Landlord shall be entitled to recover the costs set forth below; (2) Maintain Tenant's right to possession, in which case this Lease shall continue in full force and effect whether or not Tenant shall have abandoned the Premises. In such event, Landlord shall be entitled to enforce all of Landlord's rights and remedies under this Lease including the right to recover the rent and any other charges and additional rent as may become due hereunder; (3) In the event of any default, reentry or repossession by summary proceedings or otherwise, all rent and additional rent shall become due hereunder and shall be paid up to the time of such notice. (b) The Lender reentry or repossession, together with any such expenses as Landlord may proceed reasonably incur for attorneys' fees, advertising expenses, brokerage fees and for putting the Premises in good order or repairing the same for reletting, together with interest thereon as provided herein accruing from the date of any such expenditure by Landlord. Landlord agrees to foreclose through make best efforts to relet the courts on premises at the same or otherwise sell, trade-in, repossess higher minimum rent. Landlord's failure or liquidate inability to relet the Town’s interest in the Leased Property, Premises or any part thereof shall not reduce or restrict in any lawful manner; provided, however, that the Lender may not way Landlord's right to recover from Tenant all rent and other charges as provided hereunder and, despite such failure or inability to so relet the Town Premises or any deficiency which may exist following the liquidation part thereof, Tenant shall pay to Landlord upon demand therefore any and all costs, including without limitation, expenses of reletting including necessary renovation and alteration of the Town’s interest in Premises, reasonable attorneys' fees, the Leased Property in excess of Base Rentals amount by which the unpaid rent and Additional Rentals other charges, additional rent, and adjustments called for herein for the then current Fiscal Year balance of the term exceed the amount of any such loss for the unexpired term of the Lease and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period leasing commissions paid by Landlord applicable to the unexpired term of the Lease. Unpaid installments of rent or other sums due by Tenant to Landlord under this Lease shall bear interest from the date due until paid in full at the rate of three percent (3%) per annum over the publicly announced prime rate being charged from time to time from the date due until paid in full by Seattle-First National Bank or such other bank as Landlord may designate; (4) Pursue any other remedy now or hereafter available to Landlord under the laws or judicial decisions of the state in which the Town continues to occupy, use or possess the Leased PropertyPremises are located; and (ii5) Base Rentals and Additional Rentals which would otherwise have been payable by In the Town hereunder during the remainder, after the Town vacates and surrenders event of a retaking of possession of the Leased PropertyPremises by Landlord, Tenant shall remove all personal property located thereon and upon failure to do so upon demand of Landlord, Landlord may remove and store the same in any place selected by Landlord, including but not limited to a public warehouse, at the expense and risk of Tenant. If Tenant shall fail to pay the cost of storing any such property after it has been stored for a period of 30 days or more, Landlord may sell any or all of such property at a public or private sale and shall apply the proceeds of such sale first to the cost of such sale, secondly to the payment of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in charges for storage, if any, and thirdly to the Leased Property payment of any other sums of money which may be due from Tenant to Landlord under the terms of this Financing Lease, and the balance, if any, to Tenant. Tenant hereby waives all claims for damages that may be caused by Landlord's lawfully reentering and taking possession of the Premises or lawfully removing and storing the property of Tenant as herein provided and will save Landlord harmless from loss or damages occasioned by Landlord thereby and no such lawful reentry shall be considered or construed to be a forceable entry.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuing, In the Lender shall notify the Escrow Agent, if appropriate, and, without any further demand or notice, take one or any combination of the following remedial steps: event (a) The Lender may terminate the Lease Term and give notice to the Town to vacate and surrender possession of the Leased Property within ten Business Days of such notice. Tenant defaults in paying any rental payments hereunder; or (b) The Lender may proceed to foreclose through the courts on Tenant defaults for thirty (30) days after written notice thereof in performing any other of its obligations hereunder; or otherwise sell(c) Tenant is adjudicated a bankrupt; or (d) a permanent receiver is appointed for Tenant’s property, trade-in, repossess or liquidate the Townincluding Tenant’s interest Interest in the Leased PropertyDemised Premised, and such receiver is not removed within sixty (60) days after written notice from Landlord to Tenant to obtain such removal; or (e) whether voluntarily or involuntarily, Tenant takes advantage of any debtor relief proceedings under any present of future law, whereby the rent or any part thereof is, or is proposed to be reduced or payment thereof deferred, and such proceedings are not dismissed within sixty (60) days after notice from Landlord; or (f) Tenant makes an assignment for benefit of creditors; or (g) the Demised Premises or Tenant’s effects or interest therein should be levied upon or attached under process against Tenant, and not satisfied or dissolved within sixty (60) days after written notice from Landlord to Tenant to obtain satisfaction thereof; or (h) Tenant vacates the Demised Premises or fails to conduct its regular, routine business therein during normal business hours for a period of more than thirty (30) days, then, and in any lawful mannerof said events, notwithstanding any former waiver, Landlord shall have the option to do any or the following (in addition to any not in limitation of any other remedy permitted by law or by this Lease): (1) Terminate this Lease, in which event Tenant shall immediately surrender the Demised Premises to Landlord, but if Tenant shall fail to do so, Landlord may, in accordance with applicable law, without further notice and without prejudice to any other remedy Landlord may have for possession or arrearages in rent, enter upon the Demised Premises and expel or remove Tenant and its effects, by force if necessary, without being liable to prosecution or any claim for damages therefor. Landlord shall have any and all remedies allowed to it under Georgia law, but shall not be entitled to terminate the Lease and collect rent past the date of termination; providedor (2) Without terminating this Lease re-enter the Demised Premises by summary proceedings or otherwise, howeverand in any event may dispossess the Tenant, removing all persons and property from the Demised Premises and such property may be removed and stored in a public warehouse or elsewhere at the cost of, and for the account of Tenant, all without service of notice or resort to legal process and without being deemed guilty of trespass, or becoming liable for any loss or damage which may be occasioned thereby. In the event of such reentry, Landlord may relet the Demised Premises to such tenant or tenants for such term or terms as Landlord may elect, without being obligated to do so, and in the event of a reletting shall apply the rent therefrom first to the payment of Landlord’s expenses, including attorney’s fees incurred by reason of Tenant’s default, and the expense of reletting including but not limited to the repairs, renovation or alteration of the Demised Premises, and then to the payment of rent and all other sums due from Tenant hereunder, Tenant remaining liable for any deficiency. Such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of the Demised Premises by Landlord shall be construed as an election on his part to terminate this Lease unless a written notice of such intention be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. It is expressly understood between the parties, that except as stated above, it is the Lender may not recover from the Town any deficiency which may exist following the liquidation intention of the Townparties that Landlord may collect rent as each month’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02rent becomes due, but shall not have any right to accelerate rent prior to termination. (c3) The Lender In addition, Landlord may, as agent of Tenant, do whatever Tenant is obligated to do by the provisions of this Lease and may lease or sublease enter the Leased Property Demised Premises, without being liable to prosecution or any portion thereof or sell claim for damages therefor, in order to accomplish this purpose. Tenant agrees to reimburse Landlord immediately upon demand for any interest expenses which Landlord may incur in this effecting compliance with this Lease on behalf of Tenant, and Tenant further agrees that Landlord shall not be liable for any damages resulting to the Lender has in the Leased Property. (d) The Lender may recover Tenant from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereundersuch action, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable unless caused by the Town hereunder during the remainder, after the Town vacates and surrenders possession negligence of the Leased Property, of the Fiscal Year in which such Event of Default occursLandlord. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Lease.

Remedies on Default. Whenever any Event such event of Default referred to in Section 13.01 of this Financing Lease default shall have happened and be continuing, the Lender shall notify Bondholders (or the Escrow Agent, if appropriate, and, without Bank on their behalf) may take any further demand or notice, take one or any combination of the following remedial steps: (a1) The Lender may terminate Declare all installments of Basic Rent, and any other payments to be paid under Section 5.02(a) hereof, payable under this Lease Agreement for the remainder of the Lease Term to be immediately due and give payable, whereupon the same shall become immediately due and payable. (2) Reenter the Project Site, without terminating this Lease Agreement, and, upon ten days' prior written notice to the Town Partnership, relet the Project or any part thereof for the account of the Partnership, for such term (including a term extending beyond the Lease Term) and at such rentals and upon such other terms and conditions, including the right to vacate make alterations to the Project or any part thereof, as the Bondholders (or the Bank on their behalf) may deem advisable, and surrender such reletting of the Project shall not be construed as an election to terminate this Lease Agreement nor relieve the Partnership of its obligations to pay Basic Rent and additional rent or to perform any of their other obligations under this Lease Agreement, all of which shall survive such reentry and reletting, and the Partnership shall continue to pay Basic Rent and all additional rent provided for in this Lease Agreement until the end of the Lease Term, less the net proceeds, if any, of any reletting of the Project after deducting all expenses of the Bondholders (or the Bank on their behalf) in connection with such reletting, including, without limitation, all repossession costs, brokers' commissions, attorneys' fees, alteration costs and expenses of preparation for reletting. (3) Terminate this Lease Agreement, exclude the Partnership from possession of the Leased Property within Project and, if the Bondholders (or the Bank on their behalf) elect so to do, lease the same for the account of the Issuer, holding the Partnership liable for all rent due up to the date such lease is made for the account of the Issuer. (4) Have and exercise with respect to any or all personal property and fixtures included in the Project, all rights, remedies and powers of a secured party under the Alabama Uniform Commercial Code including without limitation the rights and powers set forth in the Indenture with respect thereto. To the extent permitted by law, the Partnership expressly waives any notice of sale or disposition of the Project and any rights or remedies of the Bondholders or Issuer with respect to, and the formalities prescribed by law relative to, the sale or disposition of the Project or to the exercise of any other right or remedy of the Bondholders or Issuer existing after default. To the extent that such notice is required and cannot be waived, the Partnership agrees that if such notice is given to the Partnership in accordance with the provisions hereof, at least ten Business Days days before the time of the sale or other disposition, such notice shall be deemed reasonable and shall fully satisfy any requirements for giving said notice. (b5) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take Take whatever action at law or in equity legal proceedings may appear necessary or desirable to collect the rent then due, whether by declaration or otherwise, or to enforce its rights in and to any obligation or covenant or agreement of the Leased Property Partnership under this Financing LeaseLease Agreement or by law.

Remedies on Default. Whenever any an Event of Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuingsubsisting, the Lender shall notify the Escrow Agent, if appropriate, and, without any further demand one (1) or notice, take one or any combination more of the following remedial stepssteps may be taken: (a) The Lender may terminate SUBLESSOR may, with the Lease Term and give notice to the Town to vacate and surrender possession consent of the Leased Property within ten Business Days DIRECTOR, and shall at the request of such notice.the DIRECTOR, declare all installments of Rent, 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; (b) The Lender SUBLESSOR may proceed to foreclose through the courts on or otherwise sell, tradere-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation enter and take possession of the Town’s interest in PROJECT SITE and the Leased Property in excess of Base Rentals PROJECT FACILITIES without terminating this SUBLEASE and Additional Rentals SUBLEASE the PROJECT SITE and the PROJECT FACILITIES for the then current Fiscal Year Account of the SUBLESSEE holding the SUBLESSEE liable for the difference between the Rent and in excess of other amounts payable under subparagraph (d) of this Section 13.02.by such Subleasee in such Subleasing and the Rent, Additional Payments and other amounts payable by the SUBLESSEE hereunder; (c) The Lender SUBLESSOR may terminate this SUBLEASE, exclude the SUBLESSEE from possession of the PROJECT SITE and the PROJECT FACILITIES and lease or sublease the Leased Property or any portion thereof or sell any interest PROJECT SITE and the Lender has in PROJECT FACILITIES to another, but holding the Leased Property.SUBLESSEE liable for all Rent, Additional Payments and other amounts payable hereunder up to the effective date of such Subleasing; (d) The Lender SUBLESSOR and the DIRECTOR may recover from the Town: (i) the portion of Base Rentals have access to, inspect, examine and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession make copies of the Leased PropertyBooks and Record, Accounts, and Financial Data of the Fiscal Year in which such Event of Default occurs.SUBLESSEE pertaining to the PROJECT; (e) The Lender SUBLESSOR or the DIRECTOR may take whatever action pursue all remedies now or hereafter existing at law or in equity may appear necessary to collect all the amounts then due and thereafter to become due under this SUBLEASE, or desirable to enforce its rights in the performance and observance of any other obligation or agreement of the SUBLESSEE, under this SUBLEASE. Any amounts collected as or applicable to Rent and any other amounts which would be applicable to payment of principal of or interest on the NOTE collected pursuant to action taken under this Section shall be paid to the Leased Property under this Financing LeaseDIRECTOR.

Remedies on Default. Whenever any an Event of Default referred to described in Section 13.01 of this Financing Lease 11.01(f) hereof shall have happened occurred, the Prepayment Amount automatically shall be due and payable, whereupon the Prepayment Amount automatically shall become and be continuingforthwith due and payable without presentment, notice of dishonor, protest or further notice of any kind, all of which are hereby expressly waived by Borrower. Whenever any other Event of Default shall have occurred, Lender, as assignee of Issuer, shall have the Lender shall notify the Escrow Agentright, if appropriate, and, at its sole option without any further demand or notice, to take any one or any combination of the following remedial stepssteps insofar as the same are available to secured parties under Article 9 of the UCC in effect in the State from time to time and which are otherwise accorded to Lender, as assignee of Issuer, by applicable law: (a) The Lender may terminate the Lease Term and give by notice to Issuer and Borrower, declare the Town Prepayment Amount to vacate be forthwith due and surrender possession payable, whereupon the Prepayment Amount shall become and be forthwith due and payable, without presentment, notice of the Leased Property within ten Business Days dishonor, protest or further notice of such notice.any kind, all of which are hereby expressly waived by Borrower; (b) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation take possession of the Town’s interest Equipment wherever situated, without any court order or other process of law and without liability for entering the premises, and lease, sublease or make other disposition of the Equipment for use over a term in the Leased Property in excess of Base Rentals and Additional Rentals a commercially reasonable manner, all for the then current Fiscal Year account of Lender, provided that Borrower shall remain directly liable for the deficiency, if any, between the rent or other amounts paid by a lessee or sublessee of the Equipment pursuant to such lease or sublease during the same period of time, after deducting all costs and in excess expenses, including reasonable attorneys’ fees and expenses, incurred with respect to the recovery, repair and storage of amounts payable under subparagraph (d) the Equipment during such period of this Section 13.02.time; (c) The Lender may lease take possession of the Equipment wherever situated, without any court order or sublease other process of law and without liability for entering the Leased Property or any portion thereof or premises, and sell any interest the Lender has Equipment in a commercially reasonable manner. All proceeds from such sale shall be applied in the Leased Property.following manner: FIRST, to pay all proper and reasonable costs and expenses associated with the recovery, repair, storage and sale of the Equipment, including reasonable attorneys’ fees and expenses; SECOND, to pay (i) Lender the amount of all unpaid Loan Payments or other obligations (whether direct or indirect owed by Borrower to Lender), if any, which are then due and owing, together with interest and late charges thereon, (ii) Lender the then applicable Prepayment Amount (taking into account the payment of past-due Loan Payments as aforesaid), plus a pro rata allocation of interest, at the rate utilized to calculate the Loan Payments, from the next preceding due date of a Loan Payment until the date of payment by the buyer, and (iii) any other amounts due hereunder, including indemnity payments, taxes, charges, reimbursement of any advances and other amounts payable to Lender or Issuer hereunder; and THIRD, to pay the remainder of the sale proceeds, purchase moneys or other amounts paid by a buyer of the Equipment to Borrower; (d) The proceed by appropriate court action to enforce specific performance by Issuer or Borrower of the applicable covenants of this Agreement or to recover for the breach thereof, including the payment of all amounts due from Borrower. Borrower shall pay or repay to Lender may recover from the Town: (i) the portion or Issuer all costs of Base Rentals and Additional Rentals which would otherwise have been payable hereundersuch action or court action, during any period in which the Town continues to occupyincluding, use or possess the Leased Propertywithout limitation, reasonable attorneys’ fees; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take whatever action at law or in equity that may appear necessary or desirable to enforce its rights in and with respect to the Leased Property under this Financing LeaseEquipment. Borrower shall pay or repay to Lender or Issuer all costs of such action or court action, including, without limitation, reasonable attorneys’ fees. Notwithstanding any other remedy exercised hereunder, Borrower shall remain obligated to pay to Lender any unpaid portion of the Prepayment Amount.

Remedies on Default. Whenever any Upon the happening of an Event of Default referred the Landlord may at its option, and in addition to in Section 13.01 and without prejudice to all rights and remedies of the Landlord available to it either by any other provision of this Financing Lease shall have happened and be continuing, or by statute or the Lender shall notify the Escrow Agent, if appropriate, and, without general law exercise any further demand or notice, take one or any combination more of the following remedial stepsremedies: (a) The Lender may terminate the Lease Term and give notice be entitled to the Town to vacate and surrender possession full amount of the Leased Property within ten Business Days current month's and the next ensuing 3 months' installments of such notice.Rent which shall immediately become due and payable and the Landlord may immediately distrain for the same, together with any arrears then unpaid; or (b) The Lender may proceed without notice or any form of legal process, forthwith re-let or sublet the Leased Premises or any part or parts thereof for whatever term or terms and at whatever rent and upon whatever other terms, covenants and conditions the Landlord considers advisable including, without limitation, the payment or granting of inducements all on behalf of the Tenant: and on each such re-letting or subletting the rent received by the Landlord therefrom will be applied first to foreclose through reimburse the courts Landlord for any such inducements and for any expenses, capital or otherwise, incurred by the Landlord in making the Leased Premises ready for re-letting or subletting; and secondly to the payment of any costs end expenses of re-letting or subletting including brokerage fees and legal fees on a solicitor and client basis; and third to the payment of Rent; and the residue, if any, will be held by the Landlord and applied to payment of Rent as it becomes due and payable. If rent received from re-letting or subletting during any month is less than Rent to be paid during that month hereunder, the Tenant will pay the deficiency which will be calculated and paid monthly on or otherwise sellbefore the first day of every month; and no re-letting or subletting of the Leased Premises by the Landlord or entry by the Landlord or its agents upon the Leased Premises for the purpose of re-letting or subletting or other act of the Landlord relating thereto including, tradewithout limitation, changing or permitting a subtenant to change locks, will be construed as an election on its part to terminate this Lease unless a written notice of termination is given to the Tenant; and if the Landlord elects to re-inlet or sublet the Leased Premises without terminating, repossess or liquidate it may afterwards elect to terminate this Lease at any time by reason of any Event of Default then existing; or (c) seize and sell such goods, chattels and equipment of the Town’s interest Tenant as are in the Leased PropertyPremises and the Landlord may, but shall not be obligated to, apply the proceeds thereof to all Rent to which the Landlord is then entitled under this Lease. Any such sale may be effected by public auction, private sale or otherwise, and either in bulk or by individual item, or partly by one means and partly by another, all as the Landlord in its sole discretion may decide; or (d) terminate this Lease by leaving upon the Leased Premises notice in writing of the termination, and such termination shall be without prejudice to the Landlord's right to damages, it being agreed that the Tenant shall pay to the Landlord on demand as damages the loss of income of the Landlord to be derived from this Lease and the Leased Premises for the unexpired portion of the Term had it not been terminated; or (e) re-enter into and upon the Leased Premises or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation name of the Town’s interest whole and repossess and enjoy the same as of the Landlord's former estate, anything herein contained to the contrary notwithstanding; and the Tenant shall pay to the Landlord forthwith upon demand all expenses of the Landlord in reentering, terminating, re-letting, collecting sums due or payable by the Tenant or realizing upon assets seized or otherwise exercising its rights and remedies under this Section 11.05 including tenant inducements, leasing commissions, legal fees on a solicitor and client basis and all disbursements and the expense of keeping the Leased Property Premises in excess good order, repairing the same and preparing the same for re-letting. In addition, and without limiting the generality of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) foregoing provisions of this Section 13.02. (c) The Lender may lease 11.05, upon the happening of an Event of Default, and whether or sublease the Leased Property or any portion thereof or sell any interest the Lender has not this Lease is terminated in the Leased Property. (d) The Lender may recover from the Town: accordance with such provisions: (i) the portion Landlord shall have no further liability to pay to the Tenant or any third party any amount on account or in respect of Base Rentals a refund of any Security Deposit, prepaid Rent or prepaid Taxes or any tenant inducement, leasehold improvement allowance, lease takeover or lease subsidy or any other concession or inducement otherwise provided to the Tenant under or with respect to this Lease, and Additional Rentals which would any Rent free period otherwise have been provided to the Tenant hereunder shall be null and void and of no further force or effect and Rent shall be payable hereunder, during in full hereunder without regard to any period in which the Town continues to occupy, use or possess the Leased Propertysuch Rent free period; and and (ii) Base Rentals any cash allowance, inducement payment, and Additional Rentals which would otherwise have been payable the value of any other benefit paid to or conferred on the Tenant by the Town hereunder during the remainder, after the Town vacates and surrenders possession or on behalf of the Landlord in connection with the Leased Property, of the Fiscal Year Premises or this Lease shall be recoverable in which such Event of Default occurs. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in full as additional Rent and shall be payable to the Leased Property under this Financing LeaseLandlord on demand.

Remedies on Default. Whenever Upon the happening of any Event of Default referred to in Section 13.01 of this Financing Lease Default, Lender shall have happened and be continuingthe right, in addition to any other rights or remedies available to Lender under the Lender shall notify Mortgage or any of the Escrow Agentother Loan Documents or under applicable Law, if appropriate, and, without to exercise any further demand or notice, take one or any combination more of the following remedial stepsrights and remedies: (a) The Lender may terminate the Lease Term and give notice its obligation to the Town to vacate and surrender possession advance any further principal of the Leased Property within ten Business Days of such noticeLoan pursuant to this Agreement by Notice to Borrower. (b) The Lender may proceed accelerate all of Borrower’s Obligations under the Loan Documents whereupon such Obligations shall become immediately due and payable, without notice of default, acceleration or intention to foreclose through the courts on accelerate, presentment or otherwise selldemand for payment, trade-in, repossess protest or liquidate the Town’s interest in the Leased Propertynotice of nonpayment or dishonor, or notices or demands of any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency kind or character (all of which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02are hereby waived by Borrower). (c) The Lender may lease or sublease apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from set off the Townamounts due Lender under the Loan Documents against any and all accounts, credits, money, securities or other property of Borrower now or hereafter on deposit with, held by or in the possession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower. (e) Lender may enter into possession of the Property and perform any and all work and labor necessary to complete the Construction of the Improvements (whether or not in accordance with the Plans and Specifications) and to employ watchmen to protect the Property and the Improvements. All sums expended by Lender for such purposes shall be deemed to have been advanced to Borrower under the Note and shall be secured by the Mortgage. For this purpose, Borrower hereby constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution, which power is coupled with an interest, to complete the work in the name of Borrower, and hereby empowers said attorney or attorneys, in the name of Borrower or Lender: (i) To use any funds of Borrower including any balance which may be held by Lender and any funds which may remain unadvanced hereunder for the portion purpose of Base Rentals completing the Construction of the Improvements, whether or not in the manner called for in the Plans and Additional Rentals Specifications; (ii) To make such additions and changes and corrections to the Plans and Specifications as shall be necessary or desirable in the judgment of Lender to complete the Construction of the Improvements; (iii) To employ such contractors, subcontractors, agents, architects and inspectors as shall be necessary or desirable for said purpose; (iv) To pay, settle or compromise all existing bills and claims which would otherwise have been payable hereunderare or may be liens against the Property, during or may be necessary or desirable for the completion of the work or the clearance of title to the Property; (v) To execute all applications and certificates which may be required in the name of Borrower; (vi) To enter into, enforce, modify or cancel Leases and to 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 period notices of completion, notices of cessation of labor, or any other notices that Lender in which the Town continues its sole and absolute discretion may consider necessary or desirable to occupy, use or possess the Leased Propertyprotect its security; and (iiviii) Base Rentals To do any and Additional Rentals which would otherwise have been payable by every act with respect to the Town hereunder during the remainder, after the Town vacates and surrenders possession Construction of the Leased Property, Improvements which Borrower may do in its own behalf. It is understood and agreed that this power of attorney shall be deemed to be a power coupled with an interest which cannot be revoked. Said attorney-in-fact shall also have the power to prosecute and defend all actions or proceedings in connection with the Construction of the Fiscal Year in which Improvements and to take such Event of Default occurs. (e) The actions and to require such performance as Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Leasedeem necessary.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuingoccurred, the Lender shall notify have the Escrow Agentright, if appropriate, and, at its sole option without any further demand or notice, to take any one or any combination of the following remedial stepssteps which are accorded to Lender by applicable law: (a) The Lender may terminate the Lease Term and give by notice to Borrower, declare the Town to vacate and surrender possession entire unpaid principal amount of the Leased Property within ten Business Days Loan then outstanding, all interest accrued and unpaid thereon and all amounts payable under this Agreement to be forthwith due and payable, whereupon the Loan, all such accrued interest and all such amounts shall become and be forthwith due and payable, without presentment, notice of such notice.dishonor, protest or further notice of any kind, all of which are hereby expressly waived by Borrower; (b) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation take possession of the Town’s interest Property wherever situated, without any court order or other process of law and without liability for entering the premises, and lease, sublease or make other disposition of the Property for use over a term in the Leased Property in excess of Base Rentals and Additional Rentals a commercially reasonable manner, all for the then current Fiscal Year account of Lender, provided that Borrower shall remain directly liable for the deficiency, if any, between the rent or other amounts paid by a lessee or sublessee of the Property pursuant to such lease or sublease during the same period of time, after deducting all costs and in excess expenses, including reasonable attorneys' fees and expenses, incurred with respect to the recovery, repair and storage of amounts payable under subparagraph (d) the Property during such period of this Section 13.02.time; (c) The Lender may lease take possession of the Property wherever situated, without any court order or sublease other process of law and without liability for entering the Leased Premises, and sell the Property or any portion thereof or sell any interest the Lender has in a commercially reasonable manner. All proceeds from such sale shall be applied in the Leased following manner: FIRST, to pay all proper and reasonable costs and expenses associated with the recovery, repair, storage and sale of the Property., including reasonable attorneys' fees and expenses; SECOND, to pay (i) Lender the amount of all unpaid Loan Payments or other obligations (whether direct or indirect owed by Borrower to Lender), if any, which are then due and owing, together with interest and late charges thereon, (ii) Lender the then applicable Prepayment Amount (taking into account the payment of past-due Loan Payments as aforesaid), plus a pro rata allocation of interest, at the rate utilized to calculate the Loan Payments, from the next preceding due date of a Loan Payment until the date of payment by the buyer, and (iii) any other amounts due hereunder, including indemnity payments, taxes, charges, reimbursement of any advances and other amounts payable to Lender hereunder; and THIRD, to pay the remainder of the sale proceeds, purchase moneys or other amounts paid by a buyer of the Property to Borrower; (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues proceed by appropriate court action to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable enforce specific performance by the Town hereunder during the remainder, after the Town vacates and surrenders possession Borrower of the Leased Propertyapplicable covenants of this Agreement or to recover for the breach thereof, including the payment of the Fiscal Year in which all amounts due from Borrower. Borrower shall pay or repay to Lender all costs of such Event of Default occurs.action or court action, including, without limitation, reasonable attorneys' fees; (e) The Lender may exercise all rights and remedies under the Mortgage; (f) take whatever action at law or in equity that may appear necessary or desirable to enforce its rights in and with respect to the Leased Property Property. Borrower shall pay or repay to Lender all costs of such action or court action, including, without limitation, reasonable attorneys' fees; (g) with or without notice to Borrower, submit one or more drafts under this Financing Leasethe Letter of Credit or any Substitute Letter of Credit for any amounts due hereunder; and (h) exercise any and all rights and remedies under the Tax-Exempt Loan Agreement. Notwithstanding any other remedy exercised hereunder, Borrower shall remain obligated to pay to Lender any unpaid portion of the Prepayment Amount and the Tax-Exempt Prepayment Amount.

Remedies on Default. Whenever On the occurrence of any Event of Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuingDefault, the Lender shall notify the Escrow Agent, if appropriate, and, without Bank may exercise any further demand or notice, take one or any combination more of the following remedial stepsremedies as the Bank, in it sole discretion, shall elect: (a) The Lender may terminate Declare the Lease Term unpaid portion of the then outstanding principal component of the Installment Payments immediately due and give payable without notice or demand to the Town to vacate and surrender possession of or the Leased Property within ten Business Days of such notice.YMCA; (b) The Lender may proceed Proceed by appropriate court action to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from enforce performance by the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess applicable covenants of Base Rentals and Additional Rentals this Contract or to recover for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02.breach thereof; (c) The Lender may lease Exercise all the rights and remedies of a secured party or creditor under the Uniform Commercial Cod e of the State and the general laws of the State with respect to the enforce ment of the security interest granted or reserved under this Contract including, without limitation, to the extent per mitted by law, reenter and take possession of the Pro ject without any court order or other process of law and without liability for entering t he premises and lease, sublease the Leased Property or any portion thereof Project or sell or make other disposition of the Project in a commercially reasonable manner for the account of the Town, and apply the pr oceeds of any interest such sale, lease, sublease or other disposition, after deducting all costs and expenses, including court costs and attorneys’ fees, incurr ed with the Lender has in recovery, repair, storage and other sale, lease, sublease or other disposition, toward the Leased Property.balance due under t his Contr act and, thereafter , sh all pay any remaining proceeds to the YMCA; or (d) The Lender may recover from Enforce its security interest or direct the Town: (i) Deed of Trust Trustee to institute foreclosure proceedings under the portion Deed of Base Rentals Trust and Additional Rentals which would otherwise have been payable hereundersell the Project. NOTW ITHSTAND ING ANY OTH ER PR OVISIONS IN THIS CONTRACT, during any period in which the Town continues to occupyIT IS THE INTENT OF THE PART IES HERETO TO COMPLY WITH SECTI ON 160A-20 OF THE GENERAL STATUTES OF NORTH ▇▇▇▇▇ ▇▇▇ , use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainderAS AMENDED . NO DEF ICIENCY JUDGMENT MAY BE ENTERED AGA INST THE TOWN IN F AVOR OF THE BANK IN VI OLATI ON OF SECTI ON 160A-20 OF THE GENERAL STATUTES OF NORTH ▇▇▇▇▇ INA , after the Town vacates and surrenders possession of the Leased PropertyAS AMENDED INCLUD ING , of the Fiscal Year in which such Event of Default occursWITHOUT LIMITATION, ANY DEFIC IENCY JUDGMENT FOR AMOUNTS THAT MAY BE OWED UN DE R T HIS CONTRACT WHEN THE SALE OF ALL OR ANY PORT ION OF THE PROJECT IS INSUFF ICIENT TO PROD UC E EN OUG H M ONE Y TO PAY IN FUL L AL L RE MAIN ING OBL IGATION S UN DE R TH IS CONTRACT. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Lease.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuing, the Lender shall notify the Escrow Agent, if appropriate, and, without any further demand or notice, take one or any combination of the following remedial steps: (a) The Lender may terminate the Lease Term and Upon any one or more events of default, Landlord may, at its option, at any time thereafter, give written notice to Tenant specifying the Town to vacate event or events of default and surrender possession stating that this Lease and the term demised shall expire and terminate on the date specified in the notice, which shall be at least thirty (30) days after the giving of the Leased Property within ten Business Days notice. Upon the date specified in the notice, this Lease and the term demised and all rights of such noticeTenant under this Lease shall expire and terminate. The expiration or termination of this Lease by Landlord shall not relieve Tenant of its liability and obligations under this Lease, which shall survive. (b) The Lender may proceed Upon termination of this Lease pursuant to foreclose through this Section, Tenant shall quit and peacefully surrender the courts on or otherwise sellPremises and the Improvements to Landlord. Landlord, trade-in, repossess or liquidate the Town’s interest in the Leased Propertyupon, or at any part thereof in any lawful manner; providedtime after, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) expiration or termination of this Section 13.02Lease, without additional notice and without prejudice to any other rights and remedies it shall have at law or in equity, may re-enter the Premises and Improvements, and remove from them Tenant, its agents, employees, servants, licensees, and subtenants and other persons, firms or corporations and all or any of its or their property, either by summary dispossess proceedings or by any suitable action or proceeding at law or in equity, or by force or otherwise, without being liable to indictment, prosecution or damages for such action, and may repossess and have, hold and enjoy the Premises and the Improvements. (c) Upon Landlord's termination of this Lease, re-entry of the Premises and Improvements or dispossession of the Tenant by summary proceedings or otherwise: (i) The Lender rent shall become due and payable and be paid up to the time of termination, re-entry, or dispossession; (ii) Landlord at any time and from time to time may lease or sublease relet the Leased Property Premises and Improvements or any portion thereof part or sell any interest the Lender has parts thereof, either in the Leased Propertyname of the Landlord or otherwise, for a term or terms which may, at Landlord's option, be less than or exceed the period which would otherwise have constituted the balance of the term of this Lease and on such conditions, including, without limitation, concessions of free rent and alterations of the Premises and Improvements, as Landlord in its sole discretion may determine, and Landlord may collect and receive all rents and income from them; (iii) Notwithstanding any present or future law, statute, or judicial decision, Landlord shall not be responsible or liable for any failure or refusal to relet the Premises and Improvements or any part of them, or for any failure to collect any rent due upon any reletting of them; (iv) Whether or not the Premises or Improvements or any part of them shall have been relet, Tenant, until the end of what would have been the term of this Lease in the absence of expiration or termination, shall be liable to and shall pay Landlord, as and for liquidated and agreed current damages (the "current damages") for Tenant's default, the amount of all rent (including prepaid base rent, which Landlord shall retain) which would have been payable under this Lease by Tenant if it were still in effect, less the net proceeds of any reletting pursuant to the provisions of this Section, after deducting all Landlord's expenses in the reletting, including, without limitation, all repossession costs, brokerage and management commissions, operating expenses, legal expenses, reasonable attorney's fees, alteration costs, and expenses of preparation for reletting; (v) Tenant shall pay the current damages to Landlord, and Landlord shall be entitled to recover them from Tenant, by separate action, actions or proceedings, at such time or times when rent would have been payable under this Lease if it were still in effect; and (vi) In lieu of collecting the current damages, Landlord, at its option, shall be entitled to retain, as and for liquidated and agreed final damages for Tenant's default, the full amount of prepaid base rent and such other rent as Landlord shall have collected from Tenant. (d) The Lender may recover from Nothing in this Article shall limit or prejudice the Town: (i) the portion right of Base Rentals Landlord to prove and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and obtain as liquidated damages an amount equal to the Leased Property under maximum allowed by any statute or rule of law in effect at the time those damages are to be proved, whether or not that amount is greater, equal to, or less than the amount provided by this Financing LeaseArticle. Section 26.03.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuingsubsisting, the Lender shall notify Issuer, or the Escrow AgentTrustee as provided in the Indenture, if appropriate, and, without may take any further demand or notice, take one or any combination more of the following remedial steps: (a) The Lender may terminate with the prior written consent of the owners of a majority in principal amount of the Bonds outstanding, declare all installments of rent payable under Section 5.3 hereof for the remainder of the Lease Term to be immediately due and give notice payable, whereupon the same shall become immediately due and payable. If the Issuer or the Trustee elects to exercise the remedy afforded in this Section 10.2(a) and accelerates all rents payable under Section 5.3 hereof for the remainder of the Lease Term, the amount then due and payable as accelerated rents shall be the sum of (1) the aggregate principal amount of the outstanding Bonds, and (2) all interest on the Bonds accruing to the Town to vacate and surrender possession date of the Leased Property within ten Business Days of such notice.maturity by declaration; (b) The Lender may proceed with the prior written consent of the owners of a majority in principal amount of the Bonds outstanding, re-enter and take possession of the Project without terminating this Lease and without any liability to foreclose through the courts on or otherwise sellLessee for such entry and repossession, trade-inand sublease the Project for the account of the Lessee, repossess or liquidate holding the Town’s interest Lessee liable for the difference in the Leased Propertyrents and other amounts payable by such sublessee in such subleasing and the rents and other amounts payable by the Lessee hereunder; (c) with the prior written consent of the owners of a majority in principal amount of the Bonds outstanding, or any part thereof in any lawful mannerterminate the Lease; (provided, however, that upon such termination, the Lender may not recover from the Town any deficiency which may exist following the liquidation options of the Town’s interest in Lessee to purchase the Leased Property in excess Project pursuant to the provisions of Base Rentals Article XI hereof and Additional Rentals the obligations of the Lessee to make the rental payments pursuant to Section 5.3 hereof and purchase the Project pursuant to Section 12.1 hereof contained therein shall survive such termination), exclude the Lessee from possession of the Project and use its best efforts to lease the Project to another for the then current Fiscal Year account of the Lessee, holding the Lessee liable for all rent and in excess other payments due up to the effective date of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property.such leasing; (d) The Lender may recover from with the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession prior written consent of the Leased Property, owners of a majority in principal amount of the Fiscal Year in which such Bonds outstanding, require accounting books and records of the Lessee pertaining exclusively to the Project only for an Event of Default occurs.under Section 10.1(a); (e) The Lender may with the prior written consent of the owners of a majority in principal amount of the Bonds outstanding, take whatever action at law or in equity may appear necessary or desirable to collect the rents then due, or to enforce its rights performance and observance of any obligation, agreement or covenant of the Lessee under this Lease; and (f) with the prior written consent of the owners of a majority in principal amount of the Bonds outstanding, exercise any remedies provided for in the Indenture, or in the Uniform Commercial Code of the State of Georgia. Any amounts collected with respect to rent pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture and after Payment in Full of the Bonds and the payment of any costs occasioned by an Event of Default hereunder, any excess moneys in the Bond Fund shall be returned to the Leased Property Lessee as an overpayment of rent. Any enforcement of recovery under this Financing LeaseSection shall be limited from and against the Lessee only and no claim or recovery may be made against any member, partner, officer, director or other beneficial owner of the Lessee.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 13.01 of this Financing Lease shall have happened occurred and be continuingcontinuing under an Agreement or Agreements, the Lender shall notify have the Escrow Agentright, if appropriate, and, at its sole option without any further demand or noticeprior notice to Borrower, to take any one or any combination of the following remedial steps: (a) The Lender may terminate steps except insofar as the Lease Term and give notice same are not available to the Town to vacate and surrender possession secured parties under Article 9 of the Leased Property within ten Business Days of such notice. (b) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest UCC in effect in the Leased Property, State from time to time or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Townare otherwise prohibited by applicable law: (i) By written notice to ▇▇▇▇▇▇▇▇, declare immediately due and payable an amount equal to all Loan Payments and Additional Payments then due and unpaid, all interest accrued thereon and unpaid, all other amounts then due under this Master Financing Agreement and unpaid, and the entire unpaid principal portion of Base Rentals all remaining Loan Payments due during the Term, whereupon the same shall become immediately due and payable without any further action or notice; (ii) Require Borrower to assemble the Collateral listed in such Agreement at a place reasonably convenient to both Lender and Borrower and at a reasonable time; and use or operate the Collateral for the purpose of preserving it; (iii) With or without terminating any affected Agreement, take possession of the Collateral listed in such Agreement(s) wherever situated, without any court order or other process of law and without liability for entering the premises, and lease, or make other disposition of such Collateral for use over a term in a commercially reasonable manner, all for the account of Lender or Borrower; provided that Borrower shall remain directly liable for the deficiency, if any, between the rent or other amounts paid by a lessee of such Collateral pursuant to such lease or sublease during the same period of time, after deducting all costs and expenses, including reasonable attorney’s fees and expenses, incurred with respect to the recovery, repair and storage of such Collateral during such period of time, and the sum of the Prepayment Amount plus Additional Rentals Payments and all other amounts due hereunder; (iv) With or without terminating any affected Agreement, take possession of the Collateral wherever situated listed in such Agreement(s), without any court order or other process of law and without liability for entering the premises, and sell any or all of such Collateral at a public or private sale, or otherwise dispose of, hold, use, operate, lease to others or keep idle such Collateral, with 10 days’ notice to Borrower, all free and clear of any rights of Borrower; provided that any and all such actions be taken in a commercially reasonable manner. All proceeds from such sale to be applied in the following manner: FIRST, to pay all proper and reasonable costs and expenses associated with the recovery, repair, storage and sale of such Collateral, including reasonable attorneys’ fees and expenses; SECOND, to pay (i) Lender the amount of all unpaid Loan Payments due under such Agreement(s), if any, which would otherwise have been are then due and owing, together with interest and late charges thereon, (ii) Lender the then applicable Prepayment Amount under such Agreement(s) (taking into account the payment of past due Loan Payments as aforesaid), plus a pro-rata allocation of interest, at the rate utilized to establish the interest component for the Loan Payment next due pursuant to the applicable Schedule, from the next preceding due date of a Loan Payment until the date of payment by the buyer, and (iii) Lender any other amounts due thereunder, including indemnity payments, reimbursement of any advances, Additional Payments due under such Agreement(s), and other amounts payable to Lender hereunder; and THIRD, during any period to pay the remainder of the sale proceeds, purchase moneys or other amounts paid by a buyer of such Equipment, to Borrower; (v) Proceed by appropriate court action to enforce performance by Borrower of the applicable covenants of this Master Financing Agreement, the applicable Agreement(s) or to recover for the breach thereof, including the payment of all amounts due from Borrower, in which the Town continues event Borrower shall pay or repay to occupyLender all costs or such action or court action including without limitation, use or possess the Leased Propertyreasonable attorneys’ fees; and (iivi) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take Take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and with respect to the Leased Property Collateral under this Financing Leasesuch Agreement(s), in which event Borrower shall pay or repay to Lender all costs of such action or court action, including, without limitation, reasonable attorneys’ fees. (b) Notwithstanding any other remedy exercised hereunder, Borrower shall remain obligated to pay to Lender any unpaid portion of the Prepayment Amount due under such Agreement(s). To the extent permitted by applicable law, Borrower hereby waives any rights now or hereafter conferred by statute or otherwise which might require Lender to use, sell, lease or otherwise dispose of any Collateral under such Agreement(s) in mitigation of Lender’s damages or which might otherwise limit or modify any of ▇▇▇▇▇▇’s rights hereunder. (c) All of Borrower’s right, title and interest in any Collateral the possession of which is taken by Lender upon the occurrence of an Event of Default (including, without limitation, construction contracts, warranties, guaranties or completion assurances applicable to such Collateral) shall pass to Lender, and Borrower’s rights in such Collateral shall terminate immediately upon such repossession, subject however, to Borrower’s rights under Article XI to prepay and terminate the Agreement.

Remedies on Default. Whenever If any Event of the Events of Default referred to in Section 13.01 of this Financing Lease hereinabove specified shall occur, Landlord, at any time thereafter, shall have happened and be continuing, the Lender shall notify the Escrow Agent, if appropriate, and, without may exercise any further demand or notice, take one or any combination of the following remedial stepsrights and remedies: (a) The Lender may Landlord may, pursuant to written notice thereof to Tenant, immediately terminate the Lease Term this Agreement and, peaceably or pursuant to appropriate legal proceedings, re-enter, retake and give notice to the Town to vacate and surrender resume possession of the Leased Property within ten Business Days for Landlord's own account without liability for trespass (Tenant hereby waiving any right to notice or hearing prior to such taking of possession by Landlord) and, for Tenant's breach of and default under this Agreement, recover immediately from Tenant any and all sums and damages due or in existence at the time of such notice. termination, including, without limitation, (bi) The Lender all Rent and other sums, charges, payments, costs and expenses agreed and/or required to be paid by Tenant to Landlord hereunder prior to such termination, (ii) all costs and expenses of Landlord in connection with the recovery of possession of the Leased Property, including reasonable attorney's fees based upon services rendered at hourly rates and court costs, and (iii) all costs and expenses of Landlord in connection with any reletting or attempted reletting of the Leased Property or any part or parts thereof, including, without limitation, brokerage fees, advertising costs, reasonable attorney's fees based upon services rendered at hourly rates based upon service rendered at hourly rates and the cost of any alterations or repairs or tenant improvements which may proceed be reasonably required to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in so relet the Leased Property, or any part thereof in or parts thereof. (b) Landlord may, pursuant to any lawful manner; providedprior notice required by law, howeverand without terminating this Agreement, that the Lender may not recover from the Town any deficiency which may exist following the liquidation peaceably or pursuant to appropriate legal proceedings, re-enter, retake and resume possession of the Town’s interest in the Leased Property for the account of Tenant, make such alterations of and repairs and improvements to the Leased Property as may be reasonably necessary in excess order to relet the same or any part or parts thereof and, directly or through a qualified management or operating company which may include an Affiliated Person of Base Rentals Landlord, operate and manage the Leased Property, and relet or attempt to relet the Leased Property or any part or parts thereof for such term or terms (which may be for a term or terms extending beyond the Term of this Agreement), at such rents and upon such other terms and provisions as Landlord, in its sole discretion, may deem advisable. If Landlord takes possession and control of the Leased Property and operates the same, Tenant shall, for so long as Landlord is actively operating the Leased Property, have no obligation to operate the Leased Property but agrees that Landlord, any contract manager or operator, or any new tenant or sublessee may, to the extent permitted by law, operate the Facility under Tenant's Permits, including its Medicaid and Medicare provider agreements, if any, until same are issued in the name of the Landlord or the new manager/operator or tenant or sublessee, as applicable. If Landlord relets or attempts to relet the Leased Property, or obtains a contract manager or operator for the Leased Property, Landlord shall at its sole discretion determine the terms and provisions of any new lease or sublease, or management or operating agreement, and whether or not a particular proposed manager or operator, or new tenant or sublessee, is acceptable to Landlord. Upon any such reletting, or the operation of the Leased Property by a contract manager or operator, all rents or incomes received by the Landlord from such reletting or otherwise from the operation of the Leased Property shall be applied, (i) first, to the payment of all costs and expenses of recovering possession of the Leased Property, (ii) second, to the payment of any costs and expenses of such reletting and or operation, including brokerage fees, advertising costs, reasonable attorney's fees based upon service rendered at hourly rates, a management fee of between five percent (5%) and ten percent (10%) of the gross revenues generated, and the cost of any alterations and repairs reasonably required for such reletting or operation of the Leased Property; (iii) third, to the payment of any indebtedness, other than Rent, due hereunder from Tenant to the Landlord, (iv) fourth, to the payment of all Rent and other sums due and unpaid hereunder, and (v) fifth, the residue, if any, shall be held by the Landlord and applied in payment of future Rent as the same may become due and payable hereunder. If the rents received from such reletting or net income from the operation of the Leased Property during any period shall be less than the Rents and Additional Rentals Charges required to be paid during that period by the Tenant hereunder, Tenant shall promptly pay any such deficiency to the Landlord and failing the prompt payment thereof by Tenant to Landlord, Landlord shall immediately be entitled to institute legal proceedings for the then current Fiscal Year recovery and in excess collection of amounts payable the same. Such deficiency shall be calculated and paid at the time each payment of Minimum Rent, Percentage Rent or any other sum shall otherwise become due under subparagraph (d) this Agreement, or, at the option of Landlord, at the end of the Term of this Section 13.02Agreement. Landlord shall, in addition, be immediately entitled to sue for and otherwise re▇▇▇er from Tenant any other damages occasioned by or resulting from any abandonment of the Leased Property or other breach of or default under this Agreement other than a default in the payment of Rent. No such re-entry, retaking or resumption of possession of the Leased Property by the Landlord for the account of Tenant shall be construed as an election on the part of Landlord to terminate this Agreement unless a written notice of such intention shall be given to the Tenant or unless the termination of this Agreement be decreed by a court of competent jurisdiction. Notwithstanding any such re-entry and reletting or attempted reletting of the Leased Property or any part or parts thereof for the account of Tenant without termination, Landlord may at any time thereafter, upon written notice to Tenant, elect to terminate this Agreement or pursue any other remedy available to Landlord for Tenant's previous breach of or default under this Agreement. (c) The Lender Landlord may, without re-entering, retaking or resuming possession of the Leased Property, sue for all Rent and all other su▇▇, charges, payments, costs and expenses due from Tenant to Landlord hereunder (discounted to present value) either: (i) as they become due under this Agreement, taking into account that Tenant's right and option to pay the Rent hereunder on a monthly basis in any particular Fiscal Year is conditioned upon the absence of a Default on Tenant's part in the performance of its obligations under this Agreement, or (ii) at Landlord's option, accelerate the maturity and due date of the whole or any part of the Rent for the entire then-remaining unexpired balance of the Term of this Agreement, as well as all other sums, charges, payments, costs and expenses required to be paid by Tenant to Landlord hereunder, including, without limitation, damages for breach or default of Tenant's obligations hereunder in existence at the time of such acceleration, such that all sums due and payable under this Agreement shall, following such acceleration, be treated as being and, in fact, be due and payable in advance as of the date of such acceleration. Landlord may lease then proceed to recover and collect all such unpaid Rent and other sums so sued for from Tenant by distress, levy, execution or sublease otherwise. Regardless of which of the foregoing alternative remedies is chosen by Landlord under this subparagraph (c), Landlord shall not be required to relet the Leased Property nor exercise any other right granted to Landlord pursuant to this Agreement, nor, except as may be required by Applicable Laws, shall Landlord be under any obligation to minimize or mitigate Landlord's damages or Tenant's loss as a result of Tenant's breach of or default under this Agreement. Notwithstanding the foregoing, following such time as Landlord may obtain possession of the Leased Property, Landlord or its successor Landlord at the time of any Lease termination, shall continue to make the Leased Property available for lease, on an "as is" basis, and shall turn over the net proceeds thereof to Tenant to the extent actually received by Landlord in respect of any time period for which Landlord shall have received the full amount of Rent payable with respect thereto (albeit perhaps on a basis reasonably discounted for the time value of money or present-value basis). (d) Landlord may, in addition to any other remedies provided herein, enter upon the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: and take possession of (i) the portion any and all of Base Rentals and Additional Rentals which would otherwise have been payable hereunderTenant's Personal Property, during any period in which the Town continues to occupyif any, use or possess the Leased Property; and (ii) Base Rentals Tenant's books and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of records necessary to operate the Leased Property, and (iii) all the bank accounts concerning, or established for, the Leased Property, without liability for trespass or conversion (Tenant hereby waiving any right to notice or hearing prior to such taking of possession by Landlord) and sell the same by public or private sale, after giving Tenant reasonable notice of the Fiscal Year time and place of any public or private sale, at which sale Landlord or its assigns may purchase all or any portion of Tenant's Personal Property, if any, unless otherwise prevented by law. Unless otherwise provided by law and without intending to exclude any other manner of giving Tenant reasonable notice, the requirement of reasonable notice shall be met if such notice is given at least ten (10) days before the date of sale. The proceeds from any such disposition, less all expenses incurred in connection with the taking of possession, holding and selling of such Property (including reasonable attorneys' fees based upon services rendered at hourly rates) shall be credited against Rent which such Event of Default occursis due hereunder. (e) Tenant acknowledges that one of the rights and remedies available to Landlord under applicable law is to apply to a court of competent jurisdiction for the appointment of a receiver to collect the rents, issues, profits and income of the Leased Property and to manage the operation of the Leased Property. Tenant hereby further acknowledges that the revocation, suspension or material limitation of the certification of the Leased Property for provider status under Medicare or Medicaid (or successor programs) and/or the revocation, suspension or material limitation of the license of the Leased Property as an assisted living and dementia care facility under the laws of the State will materially and irreparably impair the value of Landlord's investment in the Leased Property. Therefore, in any of such events, and in addition to any other right or remedy of Landlord under this Agreement, Landlord may petition any appropriate court for appointment of a receiver to manage the operation of the Leased Property (or any portion thereof as to which Tenant has suffered the revocation, suspension or material limitation of any license), to collect and disburse all rents, issues, profits and income generated thereby and to preserve or replace to the extent possible the operating license and provider certification of the Leased Property or to otherwise substitute the licensee or provider thereof. The Lender receiver shall be entitled to a reasonable fee for his services as receiver. All such fees and other expenses of the receivership estate shall be payable as Additional Charges under this Agreement. Tenant hereby irrevocably stipulates to the appointment of a receiver under such circumstances and for such purposes and agrees not to contest such appointment. (f) In addition to the remedies hereinabove specified and enumerated, Landlord shall have and may take whatever action exercise the right to invoke any other remedies allowed at law or in equity as if the remedies of re-entry, unlawful detainer proceedings and other remedies were not herein provided. Accordingly, the mention in this Agreement of any particular remedy shall not preclude Landlord from having or exercising any other remedy at law or in equity. Nothing herein contained shall be construed as precluding the Landlord from having or exercising such lawful remedies as may appear be and become necessary in order to preserve the Landlord's right or desirable to enforce its rights the interest of the Landlord in and to the Leased Property and in this Agreement, even before the expiration of any notice periods provided for in this Agreement, if under the particular circumstances then existing the allowance of such notice periods will prejudice or will endanger the rights and estate of the Landlord in this Financing LeaseAgreement and in the Leased Property. In addition, any provision of this Agreement to the contrary notwithstanding, no provision of this Agreement shall delay or otherwise limit Landlord's right to seek injunctive relief or Tenant's obligation to comply with any such injunctive relief.

Remedies on Default. Whenever Upon the occurrence of any Event of Default referred with respect to in Section 13.01 of this Financing Lease a Lease, Lessor shall have happened the right, at its option and be continuing, the Lender shall notify the Escrow Agent, if appropriate, and, without any further demand or notice, take notice to one or any combination more or all of the following remedial stepsremedies with respect to the Lease: (a) The Lender Lessor, with or without terminating the Lease, may terminate declare all Rental Payments payable under the Lease Term and give notice to the Town to vacate and surrender possession end of the Leased Property within ten Business Days then-current fiscal year of Lessee to be immediately due and payable by Lessee, whereupon such noticeRental Payments shall be immediately due and payable. (b) The Lender Lessor may proceed require Lessee to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest promptly return all Equipment to Lessor in the Leased Propertymanner set forth in Section 11.3 (and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter upon the premises where any part thereof in Equipment is located and repossess such Equipment without demand, without any lawful mannercourt order or other process of law and without liability for any damage occasioned by such repossession; provided, however, that the Lender and Lessor may not recover from the Town any deficiency which may exist following the liquidation thereafter dispose of the Town’s interest Equipment. If Lessor terminates the Lease and disposes of any or all of the Equipment, Lessor shall apply the proceeds of any such disposition to pay the following items in the Leased Property following order: (i) all costs and expenses (including, but not limited to, attorneys’ fees) incurred in excess securing possession of Base Rentals the Equipment; (ii) all costs and Additional Rentals for expenses incurred in completing the then current Fiscal Year and disposition of the Equipment; (iii) any sales or transfer taxes incurred in excess the disposition of amounts the Equipment; (iv) any Rental Payments payable under subparagraph the Lease to the end of the then-current fiscal year of Lessee; (dv) the outstanding principal component of this Section 13.02Rental Payments under the Lease; and (vi) any other amounts then due under the Lease. Any disposition proceeds remaining after the requirements of clauses (i), (ii), (iii), (iv), (v) and (vi) have been met shall be paid to Lessee. No deficiency shall be allowed against Lessee, except with respect to any unpaid Rental Payments to the end of the then-current fiscal year of Lessee and unpaid costs and expenses incurred by Lessor in connection with the repossession and disposition of the Equipment. (c) The Lender By written notice to any escrow agent that is holding proceeds of the Lease under an Escrow Agreement, Lessor may lease or sublease instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of Lessee’s obligations under the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property.Lease; or (d) The Lender Lessor may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunderexercise any other remedy available, during any period at law or in which the Town continues equity, with respect to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occursDefault. Lessee shall pay the reasonable attorneys’ fees and expenses incurred by ▇▇▇▇▇▇ in exercising any remedy hereunder. (e) The Lender may take whatever action occurrence of an Event of Default with respect to any Lease Schedule shall, at law the sole discretion of Lessor, constitute an Event of Default with respect to any or in equity may appear necessary or desirable all Lease Schedules to enforce its rights in and to the Leased Property under this Financing Leasewhich it is then a party.

Remedies on Default. Whenever On the occurrence of any Event of Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuingDefault, the Lender shall notify the Escrow Agent, if appropriate, and, without Bank may exercise any further demand or notice, take one or any combination more of the following remedial stepsremedies as the Bank, in it sole discretion, shall elect: (a) The Lender may terminate Declare the Lease Term unpaid portion of the then outstanding principal component of the Installment Payments immediately due and give payable, without notice or demand to the Town to vacate and surrender possession of the Leased Property within ten Business Days of such notice.County; (b) The Lender may proceed Proceed by appropriate court action to foreclose through enforce the courts on or otherwise sell, trade-in, repossess or liquidate performance by the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation County of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) applicable covenants of this Section 13.02.Contract or to recover for any breach thereof; (c) The Lender may lease Exercise or direct the Deed of Trust Trustee to exercise all the rights and remedies of a secured party or creditor under the Uniform Commercial Code of the State and the general laws of the State with respect to the enforcement of the security interest granted or reserved hereunder and under the Deed of Trust including, without limitation, to the extent permitted by law, re-enter and take possession of the Mortgaged Property without any court order or other process of law and without liability for entering the premises and to sell, lease, sublease or make other disposition of the Leased Property same in a commercially reasonable manner for the account of the County, and apply the proceeds of any such sale, lease, sublease or other disposition, after deducting all costs and expenses, including court costs and attorneys’ fees, incurred with the recovery, repair, storage and other sale, lease, sublease or other disposition, toward the balance due under this Contract and, thereafter, to pay any portion thereof or sell any interest remaining proceeds to the Lender has in the Leased Property.County; or (d) The Lender may recover from Enforce its security interest or direct the Town: (i) Deed of Trust Trustee to institute foreclosure proceedings under the portion Deed of Base Rentals Trust and Additional Rentals which would otherwise have been payable hereundersell the Mortgaged Property. NOTWITHSTANDING ANY OTHER PROVISIONS HEREIN, during any period in which the Town continues to occupyIT IS THE INTENT OF THE PARTIES HERETO TO COMPLY WITH SECTION 160A-20 OF THE GENERAL STATUTES OF NORTH CAROLINA, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainderAS AMENDED. NO DEFICIENCY JUDGMENT MAY BE ENTERED AGAINST THE COUNTY IN FAVOR OF THE BANK IN VIOLATION OF SECTION 160A-20 OF THE GENERAL STATUTES OF NORTH CAROLINA, after the Town vacates and surrenders possession of the Leased PropertyAS AMENDED, of the Fiscal Year in which such Event of Default occursINCLUDING, WITHOUT LIMITATION, ANY DEFICIENCY JUDGMENT FOR AMOUNTS THAT MAY BE OWED HEREUNDER WHEN THE SALE OF ALL OR ANY PORTION OF THE MORTGAGED PROPERTY IS INSUFFICIENT TO PRODUCE ENOUGH MONEY TO PAY IN FULL ALL REMAINING OBLIGATIONS UNDER THIS CONTRACT. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Lease.

Remedies on Default. Whenever Section 3.1. In the event of a default in the payment of principal of or premium, if any, on any Event Bond of Default referred a series of Bonds when and as the same shall become due, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise, or in the event of a default in the payment of any interest on any Bond of a series of Bonds when and as the same shall become due, the Trustee may, and if requested so to do by the owners of not less than 25% in Section 13.01 aggregate principal amount of this Financing Lease the Bonds of such series then outstanding and upon provision being made for its fees and expenses and indemnification as hereinafter provided, shall be obligated to proceed hereunder, and the Trustee, in its sole discretion, shall have happened the right to proceed first and be continuingdirectly against any one or more of the Guarantors under this Guaranty to the extent of their respective obligations hereunder without proceeding against or exhausting any other remedies which it may have and without resorting to any other security held by Issuer or the Trustee. Before taking any action hereunder, the Lender shall notify Trustee may require a satisfactory indemnity bond be furnished for the Escrow Agentreimbursement of all expenses it may incur and to protect it against all liability except that which is adjudicated to have resulted from its negligence or willful default, if appropriate, and, without by reason of any further demand action so taken. Section 3.2. Each Guarantor hereby expressly waives notice from the Trustee or notice, take one or the owners from time to time of any combination of the Bonds of their acceptance and reliance on this Guaranty. The Guarantors agree to pay all costs, expenses and fees, including all reasonable attorneys' fees, which may be incurred by the Trustee in enforcing or attempting to enforce this Guaranty following remedial steps:any default hereunder, whether the same be enforced by suit or otherwise. (a) The Lender may terminate the Lease Term and give notice Section 3.3. No remedy herein conferred upon or reserved to the Town Trustee is intended to vacate be exclusive of any other available remedy or remedies, but each and surrender possession of the Leased Property within ten Business Days of every such notice. (b) The Lender may proceed remedy shall be cumulative and shall be in addition to foreclose through the courts on every other remedy given under this Guaranty or otherwise sell, trade-in, repossess now or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take whatever action hereafter existing at law or in equity equity. No delay or omission to exercise any right or power accruing upon any default, omission or failure of performance hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may appear be exercised from time to time and as often as may be deemed expedient. In order to entitle the Trustee to exercise any remedy reserved to it in this Guaranty, it shall not be necessary or desirable to enforce its rights give any notice, other than such notice as may by herein expressly required. In the event any provision contained in this Guaranty should be breached by a Guarantor and thereafter duly waived by the Trustee, such waiver shall be limited to the Leased Property under particular breach so waived and shall not be deemed to waive any other breach hereunder. No waiver, amendment, release or modification of this Financing LeaseGuaranty shall be established by conduct, custom or course of dealing, but solely by an instrument in writing duly executed by the Trustee.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuingsubsisting, the Lender shall notify Issuer, with the Escrow Agentwritten consent of the Bondholder, if appropriateor the Bondholder as provided in the Financing Agreement, and, without may take any further demand or notice, take one or any combination more of the following remedial steps: (a) The Lender may terminate declare all installments of rent payable under Section 5.3 hereof for the remainder of the Lease Term to be immediately due and give notice payable, whereupon the same shall become immediately due and payable. If the Issuer or the Bondholder elects to exercise the remedy afforded in this Section 10.2(a) and accelerates all rents payable under Section 5.3 hereof for the remainder of the Lease Term, the amount then due and payable as accelerated rents shall be the sum of (1) the aggregate principal amount of the outstanding Bonds, and (2) all interest on the Bonds accruing to the Town to vacate and surrender possession date of the Leased Property within ten Business Days of such notice.maturity by declaration; (b) The Lender may proceed re-enter and take possession of the Project without terminating this Lease and without any liability to foreclose through the courts on or otherwise sellLessee for such entry and repossession, trade-inand sublease the Project for the account of the Lessee, repossess or liquidate holding the Town’s interest Lessee liable for the difference in the Leased Property, or any part thereof rents and other amounts payable by such sublessee in any lawful manner; such subleasing and the rents and other amounts payable by the Lessee under Section 5.3; (c) terminate this Lease (provided, however, that upon such termination, the Lender may not recover from the Town any deficiency which may exist following the liquidation options of the Town’s interest in Lessee to purchase the Leased Property in excess Project pursuant to the provisions of Base Rentals Article XI hereof and Additional Rentals the obligations of the Lessee to make the rental payments pursuant to Section 5.3 hereof and to purchase the Project pursuant to Section 12.1 hereof contained therein shall survive such termination), exclude the Lessee from possession of the Project and use its best efforts to lease the Project to another for the then current Fiscal Year account of the Lessee, holding the Lessee liable for all rent and in excess other payments due up to the effective date of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property.such leasing; (d) The Lender may recover from the Town: (i) the portion of Base Rentals require accounting books and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession records of the Leased Property, of Lessee pertaining exclusively to the Fiscal Year in which such Project only for an Event of Default occurs.under Section 10.1(a); (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to collect the rents then due, or to enforce its rights performance and observance of any obligation, agreement or covenant of the Lessee under this Lease; and (f) exercise any remedies provided for in the Financing Agreement, or in the Uniform Commercial Code of the State of Georgia. Any amounts collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Financing Agreement and after Payment in Full of the Bonds and the payment of any costs occasioned by an Event of Default hereunder, any excess moneys in the Bond Fund shall be returned to the Leased Property Lessee as an overpayment of rent. Notwithstanding the foregoing, unless the Issuer has obtained the written consent of the Bondholder, upon the occurrence of an Event of Default by the Lessee the Issuer may as its sole remedy take whatever action at law or in equity to collect any amounts then due from the Lessee to the Issuer or to enforce performance of any obligation, agreement or covenant of the Lessee under this Financing Lease.

Remedies on Default. Whenever Upon the happening of any Event of Default referred to in Section 13.01 of this Financing Lease Default, Lender shall have happened and be continuingthe right, in addition to any other rights or remedies available to Lender under the Lender shall notify Mortgage or any of the Escrow Agentother Loan Documents or under applicable Law, if appropriate, and, without to exercise any further demand or notice, take one or any combination more of the following remedial stepsrights and remedies: (a) The Lender may terminate accelerate all of Borrower’s Obligations under the Lease Term Loan Documents whereupon such Obligations shall become immediately due and give payable, without notice of default, acceleration or intention to the Town to vacate and surrender possession accelerate, presentment or demand for payment, protest or notice of the Leased Property within ten Business Days nonpayment or dishonor, or notices or demands of such noticeany kind or character (all of which are hereby waived by Borrower). (b) The Lender may proceed apply to foreclose through the courts on or otherwise sellany court of competent jurisdiction for, trade-inand obtain appointment of, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals a receiver for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02Property. (c) The Lender may lease set off the amounts due Lender under the Loan Documents, whether or sublease not matured and regardless of the Leased Property adequacy of any other collateral securing the Loan, against any and all accounts, credits, money, securities or any portion thereof other property of Borrower now or sell any interest the Lender has hereafter on deposit with, held by or in the Leased Propertypossession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower. (d) The Lender may recover from enter into possession of the TownProperty and perform any and all work and labor necessary to complete any construction at the Property, including any construction of tenant improvements, and to employ watchmen to protect the Property and the Improvements. All sums expended by Lender for such purposes shall be deemed to have been advanced to Borrower under the Note and shall be secured by the Mortgage. 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 portion purpose of Base Rentals completing any construction, including any construction of tenant improvements, whether or not in the manner called for in the applicable plans and Additional Rentals specifications; (ii) To make such additions and changes and corrections to any plans and specifications as shall be necessary or desirable in the judgment of Lender to complete any construction, including any construction of tenant improvements; (iii) To employ such contractors, subcontractors, agents, architects and inspectors as shall be necessary or desirable for said purpose; (iv) To pay, settle or compromise all existing bills and claims which would otherwise have been payable hereunderare or may be liens against the Property, during or may be necessary or desirable for the completion of the work or the clearance of title to the Property; (v) To execute all applications and certificates which may be required in the name of Borrower; (vi) To enter into, enforce, modify or cancel Leases and to 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 period notices of completion, notices of cessation of labor, or any other notices that Lender in which the Town continues its sole and absolute discretion may consider necessary or desirable to occupy, use or possess the Leased Propertyprotect its security; and (iiviii) Base Rentals To do any and Additional Rentals every act with respect to any such construction which would otherwise Borrower may do in its own behalf. It is understood and agreed that this power of attorney shall be deemed to be a power coupled with an interest which cannot be revoked. Said attorney-in-fact shall also have been payable by the Town hereunder during power to prosecute and defend all actions or proceedings in connection with any construction at the remainder, after the Town vacates and surrenders possession of the Leased Property, including any construction of the Fiscal Year in which tenant improvements, and to take such Event of Default occurs. (e) The actions and to require such performance as Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Leasedeem necessary.

Remedies on Default. Whenever any Upon the happening of an Event of Default referred the Landlord may, at its option, and in addition to in Section 13.01 and without prejudice to all rights and remedies of the Landlord available to it either by any other provision of this Financing Lease shall have happened and be continuingor by statute or the general law, the Lender shall notify the Escrow Agent, if appropriate, and, without exercise any further demand or notice, take one or any combination more of the following remedial stepsremedies: (a) The Lender may terminate the Lease Term and give notice be entitled to the Town to vacate and surrender possession full amount of the Leased Property within ten Business Days current month’s and the next ensuing 3 months’ instalments of such notice.Rent which shall immediately become due and payable and the Landlord may immediately distrain for the same, together with any arrears then unpaid; (b) The Lender may proceed without notice or any form of legal process, forthwith re-let or sublet the Leased Premises or any part or parts thereof for whatever term or terms and at whatever rent and upon whatever other terms, covenants and conditions the Landlord considers advisable including, without limitation, the payment or granting of inducements all on behalf of the Tenant; and on each such re-letting or subletting the rent received by the Landlord therefrom will be applied first to foreclose through reimburse the courts Landlord for any such inducements and for any expenses, capital or otherwise, incurred by the Landlord in making the Leased Premises ready for re-letting or subletting; and secondly to the payment of any costs and expenses of re-letting or subletting including brokerage fees and legal fees on a solicitor and client or substantial indemnity basis; and third to the payment of Rent; and the residue, if any, will be held by the Landlord and applied to payment of Rent as it becomes due and payable. If rent received from re-letting or subletting during any month is less than Rent to be paid during that month hereunder, the Tenant will pay the deficiency which will be calculated and paid monthly on or otherwise sellbefore the first day of every month; and no re-letting or subletting of the Leased Premises by the Landlord or entry by the Landlord or its agents upon the Leased Premises for the purpose of re-letting or subletting or other act of the Landlord relating thereto including, tradewithout limitation, changing or permitting a subtenant to change locks, will be construed as an election on its part to terminate this Lease unless a written notice of termination is given to the Tenant; and if the Landlord elects to re-inlet or sublet the Leased Premises without terminating, repossess or liquidate it may afterwards elect to terminate this Lease at any time by reason of any Event of Default then existing; (c) seize and sell such goods, chattels and equipment of the Town’s interest Tenant as are in the Leased PropertyPremises and the Landlord may, but shall not be obligated to, apply the proceeds thereof to all Rent to which the Landlord is then entitled under this Lease. Any such sale may be effected by public auction, private sale or otherwise, and either in bulk or by individual item, or partly by one means and partly by another, all as the Landlord in its sole discretion may decide; (d) terminate this Lease by leaving upon the Leased Premises notice in writing of the termination, and such termination shall be without prejudice to the Landlord’s right to damages, it being agreed that the Tenant shall pay to the Landlord on demand as damages the loss of income of the Landlord to be derived from this Lease and the Leased Premises for the unexpired portion of the Term had it not been terminated; or (e) re-enter into and upon the Leased Premises or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation name of the Townwhole and repossess and enjoy the same as of the Landlord’s interest former estate, anything herein contained to the contrary notwithstanding; and the Tenant shall pay to the Landlord forthwith upon demand all expenses of the Landlord in re-entering, terminating, re-letting, collecting sums due or payable by the Tenant or realizing upon assets seized or otherwise exercising its rights and remedies under this Section 11.04 including tenant inducements, leasing commissions, legal fees on a solicitor and client or substantial indemnity basis and all disbursements and the expense of keeping the Leased Property Premises in excess good order, repairing the same and preparing the same for re-letting. In addition, and without limiting the generality of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) foregoing provisions of this Section 13.02. (c) The Lender may lease 11.04, upon the happening of an Event of Default, and whether or sublease the Leased Property or any portion thereof or sell any interest the Lender has not this Lease is terminated in the Leased Property. (d) The Lender may recover from the Town: accordance with such provisions: (i) the portion Landlord shall have no further liability to pay to the Tenant or any third party any amount on account or in respect of Base Rentals a refund of any Security Deposit, prepaid Rent or prepaid Taxes or any tenant inducement, leasehold improvement allowance, lease takeover or lease subsidy or any other concession or inducement otherwise provided to the Tenant under or with respect to this Lease, and Additional Rentals which would any Rent free period otherwise have been provided to the Tenant hereunder shall be null and void and of no further force or effect and Rent shall be payable hereunder, during in full hereunder without regard to any period in which the Town continues to occupy, use or possess the Leased Propertysuch Rent free period; and and (ii) Base Rentals any cash allowance, inducement payment, and Additional Rentals which would otherwise have been payable the value of any other benefit paid to or conferred on the Tenant by the Town hereunder during the remainder, after the Town vacates and surrenders possession or on behalf of the Landlord in connection with the Leased Property, of the Fiscal Year Premises or this Lease shall be recoverable in which such Event of Default occurs. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in full as additional Rent and shall be payable to the Leased Property under this Financing LeaseLandlord on demand.

Remedies on Default. Whenever any Upon the happening of an Event of Default referred the Landlord may, at its option, and in addition to in Section 13.01 and without prejudice to all rights and remedies of the Landlord available to it either by any other provision of this Financing Lease shall have happened and be continuing, or by statute or the Lender shall notify the Escrow Agent, if appropriate, and, without any further demand or notice, take one or any combination of the following remedial stepsgenera] law: (a) The Lender may terminate the Lease Term and give notice be entitled to the Town to vacate and surrender possession full amount of the Leased Property within ten Business Days current month's and the next ensuing three (3) months' instalments of such notice.Rent which shall immediately become due and payable and the Landlord may immediately distrain for the same, together with any arrears then unpaid; or (b) The Lender may proceed without notice or any form of legal process, forthwith re-let or sublet the Leased Premises or any part or parts thereof for whatever term or terms and at whatever rent and upon whatever other terms, covenants and conditions the Landlord considers advisable including, without limitation, the payment or granting of inducements all on behalf of the Tenant; and on each such re-letting or subletting the rent received by the Landlord therefrom will be applied first to foreclose through reimburse the courts Landlord for any such inducements and for any expenses, capital or otherwise, incurred by the Landlord in making the Leased Premises ready for re-letting or subletting; and secondly to the payment of any costs and expenses of re-letting or subletting including brokerage fees and legal fees on a solicitor and client basis; and third to the payment of Rent; and the residue, if any, will be held by the Landlord and applied to payment of Rent as it becomes due and payable. If rent received from re-letting or subletting during any month is less than Rent to he paid during that month hereunder, the Tenant will pay the deficiency which will be calculated and paid monthly on or otherwise sellbefore the first day of every month; and no re-letting or subletting of the Leased Premises by the Landlord or entry by the Landlord or its agents upon the Leased Premises for the purpose of re-letting or subletting or other act of the Landlord relating thereto including, tradewithout limitation, changing or permitting a subtenant to change locks, will be construed as an election on its part to terminate this Lease unless a written notice of termination is given to the Tenant; and if the Landlord elects to re-inlet or sublet the Leased Premises without terminating, repossess or liquidate it may afterwards elect to terminate this Lease at any time by reason of any Event of Default then existing; or (c) seize and sell such goods, chattels and equipment of the Town’s interest Tenant as are in the Leased PropertyPremises and the Landlord may, but shall not be obligated to, apply the proceeds thereof to all Rent to which the Landlord is then entitled under this Lease. Any such sale may be effected by public auction, private sale or otherwise, and either in bulk or by individual item, or partly by one means and partly by another, all as the Landlord in its sole discretion may decide; or (d) terminate this Lease by leaving upon the Leased Premises notice in writing of the termination, and such termination shall be without prejudice to the Landlord's right to damages, it being agreed that the Tenant shall pay to the Landlord on demand as damages the loss of income of the Landlord to be derived from this Lease and the Leased Premises for the unexpired portion of the Term had it not been terminated; or (e) re-enter into and upon the Leased Premises or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation name of the Town’s interest whole and repossess and enjoy the same as of Landlord's former estate, anything herein contained to the contrary notwithstanding; and the Tenant shall pay to the Landlord forthwith upon demand all expenses of the Landlord in re-entering, terminating, re-letting, collecting sums due or payable by the Tenant or realizing upon assets seized or otherwise exercising its rights and remedies under this Section 11.05 including tenant inducements, leasing commissions, legal fees on a solicitor and client basis and all disbursements and the expense of keeping the Leased Property Premises in excess good order, repairing the same and preparing the same for re-letting. In addition, and without limiting the generality of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) foregoing provisions of this Section 13.02. (c) The Lender may lease 11.05, upon the happening of an Event of Default, and whether or sublease the Leased Property or any portion thereof or sell any interest the Lender has not this Lease is terminated in the Leased Property. (d) The Lender may recover from the Town: accordance with such provisions: (i) the portion Landlord shall have no further liability to pay to the Tenant or any third party any amount on account or in respect of Base Rentals a refund of any Security Deposit, prepaid Rent or prepaid Taxes or any tenant inducement, leasehold improvement allowance, lease takeover or lease subsidy or any other concession or inducement otherwise provided to the Tenant under or with respect to this Lease, and Additional Rentals which would any Rent free period otherwise have been provided to the Tenant hereunder shall be null and void and of no further force or effect and Rent shall be payable hereunder, during in full hereunder without regard to any period in which the Town continues to occupy, use or possess the Leased Propertysuch Rent free period; and and (ii) Base Rentals any cash allowance, inducement payment, and Additional Rentals which would otherwise have been payable the value of any other benefit paid to or conferred on the Tenant by the Town hereunder during the remainder, after the Town vacates and surrenders possession or on behalf of the Landlord in connection with the Leased Property, of the Fiscal Year Premises or this Lease shall be recoverable in which such Event of Default occurs. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in full as additional Rent and shall be payable to the Leased Property under this Financing LeaseLandlord on demand.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease ------------------- shall have happened and be continuing, the Lender shall notify the Escrow Agent, if appropriate, and, without any further demand or notice, take one or any combination more of the following remedial stepsrights and remedies may be exercised: (a) The Lender If acceleration of the Bonds has occurred pursuant to Section 7.03 of the Indenture, the Trustee may terminate declare all Loan Payments to be immediately due and payable, whereupon the Lease Term same shall become immediately due and give notice payable. If the Trustee elects to exercise the remedy afforded in this Section 7.2(a) and accelerates all Loan Payments, the amount then due and payable by the Borrower as accelerated payments shall be the sum of (1) the aggregate principal amount of the Bonds then outstanding, (2) all unpaid interest on the Bonds accruing to the Town date set pursuant to vacate and surrender possession the Indenture, (3) the amount of the Leased Property within ten Business Days of redemption premium, if any, then applicable to the Bonds, (4) all unpaid Trustee, Registrar, Authenticating Agents, Remarketing Agent and Paying Agent fees and expenses accruing to such noticedate, and (5) any amount then due the Issuer hereunder. (b) The Lender Trustee may proceed have access to foreclose through and inspect, examine and make copies of, the courts on or otherwise sellfinancial books, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation records and accounts of the Town’s interest in Borrower pertaining to the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02Project Facilities. (c) The Lender Trustee may lease or sublease the Leased Property or exercise any portion thereof or sell any interest the Lender has remedy provided for in the Leased PropertyIndenture. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender Trustee may take whatever action at law or in equity may appear necessary or desirable to collect any sums then due and thereafter to become due hereunder or to enforce its rights the observance or performance of any covenant, condition or agreement of the Borrower hereunder. Except in the case of an Event of Default pursuant to Section 7.01(g) or (h) of the Indenture, the Letter of Credit Bank shall have the right to direct the remedies to be exercised by the Trustee. The Trustee shall promptly notify the Letter of Credit Bank of any failure of the Borrower to make the Loan Payments required by Section 4.1 hereof. Any amounts collected pursuant to action taken by the Trustee under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture. Notwithstanding any contrary provision in the Bond Documents, the Issuer shall have the right to take any action or make any decision with respect to proceedings for indemnity against the liability of the Issuer and for collection or reimbursement from sources other than moneys or property held under the Bond Documents. Whenever any Event of Default shall have occurred and be continuing which results from failure of the Borrower to pay to or perform for the Issuer any payment, covenant, agreement or warranty not assigned to the Leased Property under Trustee, the Issuer may (but need not) proceed directly against the Borrower and may take any action at law or in equity which it may deem necessary or desirable to collect or enforce such payment or performance in default. The Issuer shall promptly notify the Trustee and the Letter of Credit Bank of any such action; however, the failure of the Issuer to give such notice shall not affect the validity of any such action. The provisions of this Financing LeaseSection 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. Unless the Letter of Credit Bank is in default pursuant to Section 7.01(g) or (h) of the Indenture, any rescission of a declaration of acceleration shall be subject to the prior written consent of the Letter of Credit Bank.

Remedies on Default. Whenever any an Event of Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuing, the Lender shall notify Trustee as the Escrow Agent, if appropriate, and, without any further demand or notice, take one or any combination assignee of the following remedial steps: (a) The Lender may terminate the Lease Term and give notice to the Town to vacate and surrender possession of the Leased Property within ten Business Days of such notice. (b) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender Authority may take whatever any action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due or to enforce its rights in observance or performance of any covenant, condition or agreement of the Corporation under the Note and this Loan Agreement, including declaring the entire unpaid principal of and interest on the Note due and payable. Upon any such declaration of acceleration, the Corporation shall immediately pay to the Leased Property under this Financing LeaseTrustee the entire unpaid principal of and accrued interest on the Note and other moneys due thereunder. Further, the Trustee, as assignee of the Company Promissory Notes may take any action at law or in equity necessary or desirable to collect the amounts then due and thereafter to become due thereunder, including declaring the entire unpaid principal of and interest on any one or more Company Promissory Notes due and payable. Upon any such declaration of acceleration, the Distribution Company, the Storage Company and/or the Exploration Company shall immediately pay to the Trustee the entire unpaid principal of and accrued interest on its Company Promissory Note and other moneys due thereunder. If the Trustee accelerates the payment of the Note, it shall also accelerate the payment of the Company Promissory Notes. 2. Except for any remedy directed by the Holders of the Bonds, prior to exercising any remedies provided hereunder, unless the ▇▇▇▇▇▇▇ ▇▇▇▇▇ have been paid or defeased in full, the Trustee shall notify the ▇▇▇▇▇▇▇ Underwriter and offer the ▇▇▇▇▇▇▇ Underwriter an opportunity (which may be restricted to a short period of time) to suggest appropriate remedies.

Remedies on Default. Whenever On the occurrence of any Event of Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuingDefault, the Lender shall notify Trustee may, and if required by a majority in aggregate principal amount of the Escrow AgentOwners of the Bonds, if appropriatethe Trustee shall, andto the extent permitted by applicable law and Article XIV, without exercise any further demand or notice, take one or any combination more of the following remedial stepsremedies as the Trustee shall elect or as shall be directed by a majority in aggregate principal amount of the Owners of the Bonds: (a) The Lender may terminate Declare the Lease Term unpaid portion of the principal and give interest components of Installment Payments immediately due and payable without notice or demand to the Town to vacate and surrender possession of the Leased Property within ten Business Days of such notice.County; (b) The Lender may proceed Proceed by appropriate court action to foreclose through enforce performance by the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation County of the Town’s interest in the Leased Property in excess applicable covenants of Base Rentals and Additional Rentals this Contract or to recover for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02.breach thereof; or (c) The Lender Exercise or direct the Deed of Trust trustee to exercise all the rights and remedies of a secured party or creditor under the Uniform Commercial Code of the State and the general laws of the State with respect to the enforcement of the security interest granted or reserved under this Contract and the Deed of Trust including, without limitation, to the extent permitted by law, re-enter and take possession of the Mortgaged Property without any court order or other process of law and without liability for entering the premises and sell, lease, sublease or make other disposition of the same in a commercially reasonable manner for the account of the County, and apply the proceeds of any such sale, lease, sublease or other disposition, after deducting all costs and expenses, including court costs and attorneys’ fees, incurred with the recovery, repair, storage and other sale, lease, sublease or other disposition, toward the balance due under this Contract and, thereafter, shall pay any remaining proceeds to the County. Notwithstanding any other provisions herein, it is the intent of the parties hereto to comply with General Statutes of North Carolina Section 160A-20. No deficiency judgment may lease or sublease be rendered against the Leased Property County in violation of Section 160A-20 including, without limitation, any deficiency judgment for amounts that may be owed hereunder when the sale of all or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year Mortgaged Property is insufficient to produce enough money to pay in which such Event of Default occurs. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property full all remaining obligations under this Financing LeaseContract. To the extent of any conflict between this paragraph and any other provision of this Article XII, this paragraph shall take priority. This Section 12.2 in no way limits the provisions of Article XIV.

Remedies on Default. Whenever any Upon the occurrence and continuance of a Financing Default Event with respect to the Company under Sections 6.1(o), (p), (q) and (r) hereof, the unpaid balance of Default referred to in the amount payable under Section 13.01 4.2(a) of this Financing Lease Agreement shall have happened be due and be continuing, the Lender shall notify the Escrow Agent, if appropriate, and, payable immediately without any further demand action or notice. Upon the occurrence and continuance of any other Financing Default Event, take one or any combination upon the direction to the Trustee of Majority Holders, the Trustee shall accelerate and declare the unpaid balance of the following remedial steps: (aamount payable under Section 4.2(a) The Lender of this Financing Agreement to be due and payable immediately, provided, that concurrently with or prior to such notice the unpaid principal amount of the Bonds shall have been declared to be due and payable under the Indenture. Upon any such declaration such amount shall become and shall be immediately due and payable as determined in accordance with Article VII of the Indenture. Upon the occurrence and continuance of any Financing Default Event, the Trustee may terminate and upon the Lease Term and give notice direction to the Town to vacate and surrender possession Trustee of the Leased Property within ten Business Days of such notice. (b) The Lender may proceed to foreclose through Majority Holders, the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased PropertyTrustee shall exercise any remedies, or give direction, under the Security Documents, or exercise any part thereof remedies otherwise available at law or in equity. The Trustee may have access during normal business hours to and may inspect, examine and make copies of, the books and records and any lawful mannerand all data and federal income tax and other tax returns of the Company; provided, however, that the Lender may not recover from Trustee shall be obligated to protect the Town any deficiency which may exist following confidentiality of such information to the liquidation of extent required by State and federal law and prevent its disclosure to the Town’s interest in public, except the Leased Property in excess of Base Rentals and Additional Rentals for Issuer. The Issuer or the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender Trustee may take whatever other action at law or in equity as may appear be necessary or desirable to collect the payments and other amounts then due and thereafter to become due or to enforce performance and observance of any obligation, agreement or covenant of the Company under this Financing Agreement, provided, however, that acceleration of the unpaid balance of the Financing Payments is not a remedy available to the Issuer. In case the Trustee or the Issuer shall have proceeded to enforce its rights in and to the Leased Property under this Financing LeaseAgreement 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 a Financing Default Event shall occur with respect to the payment of any Financing 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 Section 4.2(a) hereof, with interest at the Default Rate. Interest on overdue payments required under Section 4.2(a) hereof shall be applied as provided in the Indenture. In 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 any Debtor Relief 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 (including any liquidation, conservatorship, assignment for the benefit of creditors, moratorium or rearrangement) relating 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 Financing 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 relating 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 the Indenture after the deduction of its reasonable charges and expenses to the extent permitted by the Indenture. Any receiver, assignee or trustee in bankruptcy or reorganization (or any equivalent Person in any such other judicial proceedings) is hereby authorized to make such payments to the Trustee, and to pay to the Trustee any amount due it for reasonable compensation and expenses, including reasonable expenses and fees of counsel incurred by it up to the date of such distribution.

Remedies on Default. Whenever any Event of Lease Default referred to in Section 13.01 of this Financing Lease shall have happened occurred and be continuingcontinuing beyond any applicable cure period, the Lender Trustee (subject to its rights and protections under the Indenture) may, or shall notify at the Escrow Agent, if appropriate, and, without any further demand or notice, take one or any combination request of the following remedial steps:owners of a majority in aggregate principal amount of the Certificates then Outstanding and upon indemnification as to (a) The Lender may terminate the Lease Term and give notice to the Town City to vacate and surrender possession of the Leased Property Property, which vacation and surrender the City agrees to complete within ten Business Days sixty (60) days from the date of such notice.; provided, in the event the City does not vacate and surrender possession on the termination date, the provisions of Section 6.5 hereof shall apply; (b) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof sell or sell assign any interest the Lender Trustee has in the Leased Property., including the Trustee’s leasehold interest in the Leased Property; (dc) The Lender may recover from the TownCity: (i) the portion of Base Rentals and Additional Rentals Rentals, for which a specific Appropriation has been effected by the City for such purpose, which would otherwise have been payable hereunder, during any period in which the Town City continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals Rentals, for which a specific Appropriation has been effected by the City for such purpose, which would otherwise have been payable by the Town City hereunder during the remainder, after the Town City vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Lease Default occurs. (ed) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under the Site Lease, this Financing LeaseLease and the Indenture. Upon the occurrence of an Event of Nonappropriation, the Trustee shall be entitled to recover from the City the amounts set forth in Section 13.2(c)(i) hereof if the City continues to occupy the Leased Property after December 31 of the Fiscal Year in which such Event of Nonappropriation occurs. The Trustee shall also be entitled, upon any Event of Lease Default, to any moneys in any funds or accounts created under the Indenture (except the Rebate Fund or any defeasance escrow accounts). Notwithstanding the foregoing provisions or any other provisions in this Lease or the Indenture, so long as the Initial Purchaser is the sole Owner of the Certificates, the Trustee shall not take any remedial action under this Lease or the Indenture, including without limitation this Section 13.2, without the prior written consent and direction of the Initial Purchaser. Before taking any such action as directed by the Initial Purchaser, the Trustee shall be entitled to the indemnification provided in Section 8.02(m) of the Indenture.

Remedies on Default. Whenever any Event of Lease Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuingcontinuing beyond any applicable cure period, the Lender Trustee may, or shall notify at the Escrow Agent, if appropriate, and, without any further demand or notice, take one or any combination request of the following remedial steps:owners of a majority in aggregate principal amount of the Certificates then Outstanding and upon indemnification as to costs and expenses as provided in the Indenture, (a) The Lender may terminate the Lease Term and give notice to the Town to vacate and surrender possession of the Leased Property Property, which vacation and surrender the Town agrees to complete within ten Business Days sixty (60) days from the date of such notice.; provided, in the event the Town does not vacate and surrender possession on the termination date, the provisions of Section 6.5 hereof shall apply; (b) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof sell or sell assign any interest the Lender Trustee has in the Leased Property., including the Trustee’s leasehold interest in the Leased Property; (dc) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals Rentals, for which a specific Appropriation has been effected by the Town for such purpose, which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals Rentals, for which a specific Appropriation has been effected by the Town for such purpose, which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Lease Default occurs. (ed) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under the Site Lease, this Financing LeaseLease and the Indenture. Upon the occurrence of an Event of Nonappropriation, the Trustee shall be entitled to recover from the Town the amounts set forth in Section 13.2(c)(i) hereof if the Town continues to occupy the Leased Property after December 31 of the Fiscal Year in which such Event of Nonappropriation occurs. The Trustee shall also be entitled, upon any Event of Lease Default, to any moneys in any funds or accounts created under the Indenture (except the Rebate Fund or any defeasance escrow accounts).

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease shall exists, Lessor will have happened and be continuingthe right, the Lender shall notify the Escrow Agent, if appropriate, and, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) The Lender By written notice to ▇▇▇▇▇▇, Lessor may terminate declare all Rental Payments and other amounts payable by Lessee hereunder to the end of the Lease Term and give notice to the Town to vacate and surrender possession of the Leased Property within ten Business Days of such notice.be due; (b) The Lender With or without terminating this Agreement, Lessor may proceed enter the premises where the Personal Property is located and retake possession of the Personal Property or require Lessee at Lessee’s expense to foreclose through promptly return any or all of the courts on Personal Property to the possession of Lessor at a place specified by Lessor, and sell or otherwise selllease the Personal Property or, trade-infor the account of Lessee, repossess or liquidate sublease the Town’s interest in the Leased Personal Property, or any part thereof in any lawful manner; provided, however, that holding Lessee liable for the Lender may not recover from difference between (i) the Town any deficiency which may exist following Rental Payments and other amounts payable by Lessee hereunder to the liquidation end of the Town’s interest Lease Term, plus the applicable Purchase Price, and (ii) the net proceeds of any such sale, lease or sublease (after deducting all expenses of Lessor in exercising its remedies under this Agreement, including without limitation, all expenses of taking possession, storing, reconditioning and selling or leasing the Leased Personal Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year all brokerage, auctioneers’ and in excess of amounts payable under subparagraph (d) of this Section 13.02.attorneys’ fees); (c) The Lender Lessor may lease or sublease provide written notice of the Leased Property or any portion thereof or sell any interest occurrence of an Event of Default to the Lender has in escrow agent under the Leased Property.related escrow agreement, and the escrow agent shall thereupon promptly remit to Lessor the entire balance of the acquisition fund established thereunder; and (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender Lessor may take whatever other action at law or in equity may appear necessary or desirable to enforce its rights in as the owner of the Personal Property, including, without limitation, seeking actions based on mandamus, specific performance/enforcement or related legal remedies. In addition, ▇▇▇▇▇▇ will remain liable for all covenants and indemnities under this Agreement and for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the Leased Property under this Financing Leaseenforcement of any of the remedies listed above or any other remedy available to Lessor.

Remedies on Default. Whenever any Event of such Lease Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuing, the Lender shall notify Issuer or the Escrow AgentTrustee may, if appropriate, and, without any further demand or noticewith the consent of the Credit Obligor Parties, take one or any combination of the following remedial steps: (a1) The Lender may terminate Declare all installments of Basic Rental Payments for the remainder of the Lease Term to be immediately due and give payable, whereupon the same shall become immediately due and payable; (2) Reenter the Project, without terminating this Lease Agreement, and, upon ten days' prior written notice to the Town to vacate User and surrender possession of the Leased Property within ten Business Days of such notice. (b) The Lender may proceed to foreclose through Credit Obligor Parties, relet the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, Project or any part thereof in any lawful manner; provided, however, that for the Lender may not recover from the Town any deficiency which may exist following the liquidation account of the Town’s interest in User, for such term (including a term extending beyond the Leased Property in excess Lease Term) and at such rentals and upon such other terms and conditions, including the right to make alterations to the Project or any part thereof, as the Issuer may, with the approval of Base Rentals the Trustee and the Credit Obligor Parties, deem advisable, and such reentry and reletting of the Project shall not be construed as an election to terminate this Lease Agreement nor relieve the User of its obligations to pay Basic Rent and Additional Rentals Rent or to perform any of its other obligations under this Lease Agreement, all of which shall survive such reentry and reletting, and the User shall continue to pay Basic Rent and all Additional Rent provided for in this Lease Agreement until the then current Fiscal Year end of the Lease Term, less the net proceeds, if any, of any reletting of the Project after deducting all of the Issuer's and Trustee's expenses in excess connection with such reletting, including, without limitation, all repossession costs, brokers' commissions, attorneys' fees, alteration costs and expenses of amounts payable under subparagraph (d) of this Section 13.02.preparation for reletting; (c3) The Lender may lease or sublease Terminate this Lease Agreement, exclude the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover User from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased PropertyProject and, if the Issuer or Trustee elects so to do, lease the same for the account of the Fiscal Year in which Issuer, holding the User liable for all rent due up to the date such Event lease is made for the account of Default occurs.the Issuer; or (e4) The Lender may take Take whatever action at law or in equity legal proceedings may appear necessary or desirable to collect the Rental Payments then due, whether by declaration or otherwise, or to enforce its rights in and to any obligation or covenant or agreement of the Leased Property User under this Financing LeaseLease Agreement or by law.

Remedies on Default. Whenever any such Event of Default referred to in Section 13.01 of this Financing Lease shall have happened occurred and be continuing, in addition to all other rights and remedies available at law or in equity and subject to Lessor’s duty to mitigate damages, the Lender Lessor shall notify have the Escrow Agent, if appropriate, and, without right take any further demand or notice, take one or any combination more of the following remedial steps: (a1) The Lender Lessor may terminate the Lease Term re-enter and give notice to the Town to vacate and surrender take possession of the Leased Property within ten Business Days Premises and the Building, exclude the Lessee from possession thereof and rent the same for and on account of such notice.the Lessee, holding Lessee liable for the deficiency due thereunder; (b2) The Lender Lessor may proceed to foreclose through terminate this Lease, exclude the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover Lessee from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased PropertyPremises and the Building and lease the same for and on account of Lessor, continuing to hold Lessee liable for all deficiency due hereunder; (3) Lessor may declare all payments of Base Rent, additional rent and any other monies due or to become due from Lessee during the remainder of the Fiscal Year Primary Term immediately due and payable in which full; provided that such Event amount shall be reduced by actual rent received as a result of Default occurs.reletting the premises; or (e4) The Lender Lessor may take whatever other action at law or in equity may appear necessary or desirable to collect the rent then due or to enforce its rights in and to the Leased Property any obligation, covenant or agreement of Lessee under this Financing Lease. In connection with Lessor’s exercise of any of its remedies above, Lessor may also repair or alter the Premises or the Building in such manner as Lessor may deem necessary or advisable, and/or let or re-let the Premises and any and all parts thereof for the whole or any part of the remainder of the original term hereof or for a longer period, in Lessor’s name, or as the agent of Lessee, and, out of any rent so collected or received, Lessor shall (first) pay to itself the expense and cost or retaking, repossessing, repairing and/or altering the Premises or the Building, and the expense of removing all persons and property therefrom; and (second) pay to itself any cost or expense sustained in securing any new lessee or lessees; and (third) if Lessor shall have declared all payments hereunder immediately due and payable in full as provided in this Paragraph, pay to itself any balance remaining on account of Lessee’s liability to Lessor for such accelerated payments; provided, however, that nothing herein shall be interpreted as prohibiting Lessor from proceeding against Lessee for the full amount of such accelerated payments, less amounts collected by Lessor from any replacement Lessee or Lessees and not applied to expenses incurred to prepare the Premises or the Building for occupancy by any replacement Lessee or Lessees, immediately upon the declaration thereof. Any entry or reentry by Lessor, whether had or taken under summary proceedings or otherwise, shall not absolve or discharge Lessee from Liability hereunder.

Remedies on Default. Whenever Upon the occurrence of one or more Events of Default, the Landlord may, at its option, and in addition to and without prejudice to all rights and remedies of the Landlord available to it either by any Event of Default referred to in Section 13.01 other provision of this Financing Lease shall have happened and be continuing, or by statute or the Lender shall notify the Escrow Agent, if appropriate, and, without any further demand or notice, take one or any combination of the following remedial stepsgeneral law: (a) The Lender may terminate the Lease Term and give notice be entitled to the Town to vacate full amount of the current month’s and surrender the next three (3) months’ installments of Rent which shall immediately become due and payable and the Landlord may immediately distrain for the same, together with any arrears then unpaid; (b) without notice or any form of legal process, forthwith re-enter upon and take possession of the Leased Property within ten Business Days of such notice. (b) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, Premises or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation name of the Town’s interest in whole and re-let the Leased Property Premises or any part thereof on behalf of the Tenant or otherwise as the Landlord sees fit and remove and sell the Tenant’s merchandise, stock in excess trade, goods, chattels and trade fixtures therefrom, any rule of Base Rentals and Additional Rentals for law or equity to the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02.contrary notwithstanding; LANDLORD INITIAL TENANT INITIAL (c) The Lender may lease or sublease seize and sell such goods, chattels and equipment of the Leased Property or any portion thereof or sell any interest the Lender has Tenant as are in the Leased Property.Premises and may apply the proceeds thereof to all Rent to which the Landlord is then entitled under this Lease. Any such sale may be effected by public auction or otherwise, and either in bulk or by individual item, all as the Landlord in its sole discretion may decide; (d) The Lender may recover terminate this Lease by leaving upon the Leased Premises ten (10) days prior written notice of the termination, and termination shall be without prejudice to the Landlord’s right to damages; it being agreed that the Tenant shall pay to the Landlord as damages the loss of income of the Landlord to be derived from the Town: (i) Leased Premises for the unexpired portion of Base Rentals and Additional Rentals which the Term had it not been terminated, provided that the Landlord shall not be entitled in any event to receive any damages greater than those damages the Landlord would otherwise have been payable hereunder, during any period in which the Town continues be entitled to occupy, use or possess the Leased Propertyreceive at law; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs.or (e) The Lender may take whatever action at law re-enter into and upon the Leased Premises or any part thereof in equity may appear necessary or desirable to enforce its rights in the name of the whole and repossess and enjoy the same as of the Landlord’s former estate, anything herein contained to the contrary notwithstanding; and the Tenant shall pay to the Landlord forthwith upon demand all expenses of the Landlord in reentering, terminating, re-letting, collecting sums due or payable by the Tenant or realizing upon assets seized including tenant inducements, leasing commissions, legal fees on a solicitor and client basis and all disbursements and the expense of keeping the Leased Property under this Financing LeasePremises in good order, and preparing the same for re-letting.

Remedies on Default. Whenever any Event of Lease Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuingcontinuing beyond any applicable cure period, the Lender Trustee may, or shall notify at the Escrow Agent, if appropriate, and, without any further demand or notice, take one or any combination request of the following remedial steps:owners of a majority in aggregate principal amount of the Certificates then Outstanding and upon indemnification as to costs and expenses as provided in the Indenture, (a) The Lender may terminate the Lease Term and give notice to the Town District to vacate and surrender possession of the Leased Property Property, which vacation and surrender the District agrees to complete within ten Business Days sixty (60) days from the date of such notice.; provided, in the event the District does not vacate and surrender possession on the termination date, the provisions of Section 6.5 hereof shall apply; (b) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof sell or sell assign any interest the Lender Trustee has in the Leased Property., including the Trustee’s leasehold interest in the Leased Property; (dc) The Lender may recover from the TownDistrict: (i) the portion of Base Rentals and Additional Rentals Rentals, for which a specific Appropriation has been effected by the District for such purpose, which would otherwise have been payable hereunder, during any period in which the Town District continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals Rentals, for which a specific Appropriation has been effected by the District for such purpose, which would otherwise have been payable by the Town District hereunder during the remainder, after the Town District vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Lease Default occurs. (ed) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under the Site Lease, this Financing LeaseLease and the Indenture. Upon the occurrence of an Event of Nonappropriation, the Trustee shall be entitled to recover from the District the amounts set forth in Section 14.2(c)(i) hereof if the District continues to occupy the Leased Property after June 30 of the Fiscal Year in which such Event of Nonappropriation occurs. The Trustee shall also be entitled, upon any Event of Lease Default, to any moneys in any funds or accounts created under the Indenture (except the Rebate Fund or any defeasance escrow accounts). Notwithstanding the foregoing provisions or any other provisions in this Lease or the Indenture, so long as the Lender is the sole Owner of the Certificates, the Trustee shall not take any remedial action under this Lease or the Indenture, including without limitation this Section 14.2, without the prior written consent and direction of the Lender. Before taking any such action as directed by the Original Purchaser, the Trustee shall be entitled to the indemnification provided in Section 8.02(m) of the Indenture.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease shall have happened occurred and be continuing, Lender, as assignee of Issuer, shall have the Lender shall notify the Escrow Agentright, if appropriate, and, at its sole option without any further demand or notice, to take any one or any combination of the following remedial stepssteps insofar as the same are available to secured parties under Article 9 of the UCC in effect in the State from time to time and which are otherwise accorded to Lender, as assignee of Issuer, by applicable law: (a) The Lender may terminate the Lease Term and give by notice to Issuer and Borrower, declare the Town to vacate and surrender possession entire unpaid principal amount of the Leased Property within ten Business Days Loan then outstanding, all interest accrued and unpaid thereon and all amounts payable under this Loan Agreement to be forthwith due and payable, whereupon the Loan, all such accrued interest and all such amounts shall become and be forthwith due and payable, without presentment, notice of such notice.dishonor, protest or further notice of any kind, all of which are hereby expressly waived by Borrower; (b) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation take possession of the Town’s interest Equipment wherever situated, without any court order or other process of law and without liability for entering the premises, and lease, sublease or make other disposition of the Equipment for use over a term in the Leased Property in excess of Base Rentals and Additional Rentals a commercially reasonable manner, all for the then current Fiscal Year account of Lender, provided that Borrower shall remain directly liable for the deficiency, if any, between the rent or other amounts paid by a lessee or sublessee of the Equipment pursuant to such lease or sublease during the same period of time, after deducting all costs and in excess expenses, including reasonable attorneys' fees and expenses, incurred with respect to the recovery, repair and storage of amounts payable under subparagraph (d) the Equipment during such period of this Section 13.02.time; (c) The Lender may lease take possession of the Equipment wherever situated, without any court order or sublease other process of law and without liability for entering the Leased Property or any portion thereof or premises, and sell any interest the Lender has Equipment in the Leased Property.a commercially reasonable manner; (d) The proceed by appropriate court action to enforce specific performance by Issuer or Borrower of the applicable covenants of this Loan Agreement or to recover for the breach thereof, including the payment of all amounts due from Borrower. Borrower shall pay or repay to Lender may recover from the Town: (i) the portion or Issuer all costs of Base Rentals and Additional Rentals which would otherwise have been payable hereundersuch action or court action, during any period in which the Town continues to occupyincluding, use or possess the Leased Propertywithout limitation, reasonable attorneys' fees; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and with respect to the Leased Property under this Financing Lease.Equipment. Borrower shall pay or repay to Lender or Issuer all costs of such action or court action, including, without limitation, reasonable attorneys' fees. All proceeds from the exercise of remedies shall be applied in the following manner: First, to pay all proper and reasonable costs and expenses associated with the recovery, repair, storage and sale of the Equipment, including reasonable attorneys' fees and expenses;

Remedies on Default. Whenever any an Event of Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuing, the Lender shall notify Trustee as the Escrow Agent, if appropriate, and, without any further demand or notice, take one or any combination assignee of the following remedial steps: (a) The Lender may terminate the Lease Term and give notice to the Town to vacate and surrender possession of the Leased Property within ten Business Days of such notice. (b) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or Authority shall take any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take whatever action at law or in equity may appear necessary directed by the Underwriter (or desirable by the Holders of twenty-five percent (25%) or more in aggregate principal amount of the Bonds outstanding if the Holders have regained the ability to select and direct remedies upon an Event of Default) to collect the amounts then due and thereafter to become due or to enforce its rights in observance or performance of any covenant, condition or agreement of the Corporation under the Note and this Loan Agreement, including declaring the entire unpaid principal of and interest on the Note due and payable. Upon any such declaration of acceleration, the Corporation shall immediately pay to the Leased Property under this Financing LeaseTrustee the entire unpaid principal of and accrued interest on the Note and other moneys due thereunder. Further, the Trustee, as assignee of the Company Notes shall take any action at law or in equity directed by the Underwriter (or by the Holders of twenty-five percent (25%) or more in aggregate principal amount of the Bonds outstanding if the Holders have regained the ability to select and direct remedies upon an Event of Default) to collect the amounts then due and thereafter to become due thereunder, including declaring the entire unpaid principal of and interest on any one or more Company Notes due and payable. Upon any such declaration of acceleration, the Distribution Company and/or the Pipeline Company shall immediately pay to the Trustee the entire unpaid principal of and accrued interest on its Company Note and other moneys due thereunder. If the Trustee accelerates the payment of the Note, it shall also accelerate the payment of the Company Notes. 2. Except for any remedy directed by the Holders of the Bonds, prior to exercising any remedies provided hereunder, unless the Senior Bonds and the Senior Subordinated Bonds have been paid or defeased in full, the Trustee shall notify the Senior Underwriter and offer the Senior Underwriter an opportunity (which may be restricted to a short period of time) to suggest appropriate remedies.

Remedies on Default. Whenever any such Event of Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuing, the Lender shall notify mortgagee under the Escrow AgentFirst Mortgage, if appropriate, and, without any further demand or notice, take one or any combination as assignee of the following remedial stepsIDB, or the IDB (but only as to Unassigned Rights), may: (a) The Lender may terminate Declare all installments of Basic Rent allocable to the Notes and payable under this Lease Agreement for the remainder of the Lease Term to be immediately due and give notice to the Town to vacate and surrender possession of the Leased Property within ten Business Days of such notice.payable; (b) The Lender may proceed to foreclose through Re-enter and take possession of the courts on or otherwise sellProject, trade-inwithout terminating this Lease Agreement, repossess or liquidate exclude the Town’s interest in Lessee from possession thereof and sublease the Leased Property, Project or any part thereof in any lawful manner; providedthereof, however, that for the Lender may not recover from the Town any deficiency which may exist following the liquidation account of the Town’s interest Lessee, holding the Lessee liable for the difference in the Leased Property rent and other amounts payable by such sublessee in excess of Base such subleasing and the Rentals and Additional Rentals for the then current Fiscal Year and in excess of other amounts payable under subparagraph (d) of this Section 13.02.by the Lessee hereunder; (c) The Lender may Terminate this Lease Agreement, exclude the Lessee from possession of the Project and lease or sublease the Leased Property or any portion thereof or sell any interest same for the Lender has in account of the Leased Property.IDB, holding the Lessee liable for all Rentals due up to the date such lease is made for the account of the IDB; (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take Take whatever action at law or in equity may appear necessary or desirable to collect the Rentals then due, whether by declaration or otherwise, or to enforce its rights in and to any obligation, covenant or agreement of the Leased Property Lessee under this Financing LeaseLease Agreement or by law. The IDB may, without consent of the mortgagee under the First Mortgage, waive any Event of Default hereunder with respect to Unassigned Rights, and said mortgagee may, without the written consent of the IDB, waive any Event of Default hereunder with respect to Unassigned Rights.

Remedies on Default. Whenever any an Event of Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuingsubsisting, the Lender shall notify the Escrow Agent, if appropriate, and, without any further demand or notice, take one or any combination more of the following remedial stepssteps may be taken: (a) The Lender may terminate the Lease Term and give notice to the Town to vacate and surrender possession If acceleration of the Leased Property within ten Business Days principal amount of such notice.the Bonds has been declared pursuant to Section 10.02 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; (b) The Lender may proceed Subject to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation right of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues Credit Facility Issuer to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable direct remedial proceedings provided by the Town hereunder during Indenture, the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender Trustee may take whatever any action at law or in equity to: (i) collect all amounts then due and thereafter to become due under the Financing Documents; or (ii) enforce the performance or observance of any other obligation, agreement, or covenant of the Company or any other obligor under the Financing Documents; or (c) The Trustee may appear necessary exercise any or desirable all or any combination of the remedies specified in the Mortgage; or (d) The Issuer or the Trustee may pursue all remedies now or thereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement or the Mortgage or to enforce the performance and observance of any other obligation or agreement of the Company under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its rights in opinion will be or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Leased Property Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Service Charges collected pursuant to action taken under this Financing LeaseSection 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 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.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease A. Florida Housing shall have happened and be continuing, the Lender shall notify the Escrow Agent, if appropriate, and, without right to exercise any further demand or notice, take one or any combination of the following remedial steps: (a) The Lender may terminate the Lease Term and give notice to the Town to vacate and surrender possession remedies upon an Event of the Leased Property within ten Business Days of such notice. (b) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the TownDefault: (i) temporarily, wholly or partially, suspend making payments of Exchange Program Funds under this Agreement pending correction of the portion deficiency or default by the Borrower; (ii) cease, in whole or in part, making any further payments under this Agreement; (iii) terminate this Agreement; (iv) disallow all or part of Base Rentals the cost of the activity or action not in compliance; (v) require that the Developer, the Manager, the Contractor or any other party providing services to the Borrower be replaced; (vi) remove the [General Partner] [Member] of the Borrower and Additional Rentals which would otherwise require the Borrower to provide for an alternate entity, acceptable in advance by Florida Housing, to act in its stead, pending appointment of a replacement [general partner] [member] under the organizational documents of the Borrower; (vii) draw upon and apply any escrows and/or reserve accounts in accordance with their terms; (viii) call upon the guaranty provided by Borrower in Section 6.7 hereof in accordance with its terms and the remaining terms of this Agreement; (ix) exercise any rights it may have been payable hereunderunder the Recapture Mortgage (in the event of a default under this Agreement or the Loan Documents) and the Assignment Instruments, during including but not limited to foreclosure of the liens thereunder; (x) exercise any period in which other rights and remedies that may be available under the Town continues to occupy, use or possess the Leased PropertyLoan Documents; and (xi) exercise any other rights and remedies that may be available under law or in equity. B. In addition to the remedies described in Section 10.2A above, the Borrower shall, upon demand by Florida Housing following an Event of Default, (i) repay to Florida Housing, which shall remit such funds to the Treasury, any amount of Exchange Program Funds previously disbursed to the Borrower under the terms of this Agreement and (ii) Base Rentals pay to Florida Housing an amount equal to the costs and Additional Rentals which would otherwise have been payable fees, including attorneys’ fees and costs, incurred by Florida Housing in connection with the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occursand/or the exercise of remedies with respect thereto. (e) The C. Florida Housing may defer the enforcement of remedies upon the occurrence of an Event of Default for such period as it determines appropriate, if it determines that [the Tax Credit Investor or] any Lender may take whatever action at law or in equity may appear necessary or desirable is taking appropriate measures to enforce its rights in and correct the circumstances giving rise to the Leased Property Event of Default. D. Each right and remedy provided in this Agreement is distinct from all other rights or remedies under this Financing LeaseAgreement, the Recapture Mortgage, the Assignment Instruments, the Extended Use Agreement or the Loan Documents, or otherwise afforded by applicable law, and each shall be cumulative and may be exercised concurrently, independently, or successively, in any order.

Remedies on Default. Whenever any Event of such Lease Default referred to in Section 13.01 of this Financing Lease shall have happened occurred and be continuing, the Lender Issuer or the Trustee may, with the consent of the Credit Obligor (if the Letter of Credit is in effect and the Credit Obligor shall notify the Escrow Agent, if appropriate, and, without any further demand or noticenot have dishonored a draw thereunder and a Credit Obligor Insolvency Date shall not have occurred), take one or any combination of the following remedial steps: (a1) The Lender may terminate Declare all installments of Basic Rental Payments for the remainder of the Lease Term to be immediately due and give payable, whereupon the same shall become immediately due and payable; (2) Reenter the Project, without terminating this Lease Agreement, and, upon ten days' prior written notice to the Town to vacate User and surrender possession of Credit Obligor, relet the Leased Property within ten Business Days of such notice. (b) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, Project or any part thereof in any lawful manner; provided, however, that for the Lender may not recover from the Town any deficiency which may exist following the liquidation account of the Town’s interest in User, for such term (including a term extending beyond the Leased Property in excess Lease Term) and at such rentals and upon such other terms and conditions, including the right to make alterations to the Project or any part thereof, as the Issuer may, with the approval of Base Rentals the Trustee and Credit Obligor, deem advisable, and such reentry and reletting of the Project shall not be construed as an election to terminate this Lease Agreement nor relieve the User of its obligations to pay Basic Rent and Additional Rentals Rent or to perform any of its other obligations under this Lease Agreement, all of which shall survive such reentry and reletting, and the User shall continue to pay Basic Rent and all Additional Rent provided for in this Lease Agreement until the then current Fiscal Year end of the Lease Term, less the net proceeds, if any, of any reletting of the Project after deducting all of the Issuer's and Trustee's expenses in excess connection with such reletting, including, without limitation, all repossession costs, brokers' commissions, attorneys' fees, alteration costs and expenses of amounts payable under subparagraph (d) of this Section 13.02.preparation for reletting; (c3) The Lender may lease or sublease Terminate this Lease Agreement, exclude the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover User from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased PropertyProject and, if the Issuer or Trustee elects so to do, lease the same for the account of the Fiscal Year in which Issuer, holding the User liable for all rent due up to the date such Event lease is made for the account of Default occurs.the Issuer; or (e4) The Lender may take Take whatever action at law or in equity legal proceedings may appear necessary or desirable to collect the Rental Payments then due, whether by declaration or otherwise, or to enforce its rights in and to any obligation or covenant or agreement of the Leased Property User under this Financing LeaseLease Agreement or by law.

Remedies on Default. Whenever (a) Upon the occurrence and continuance of any Event of Default referred to hereunder or an Event of Nonappropriation, the Trustee as provided in Section 13.01 902 of this Financing Lease the Indenture shall have happened give notice to the Lessee to vacate the Leased Property immediately (but in no event earlier than the expiration of the Initial Term or the then current Renewal Term for which the Lessee has paid or appropriated moneys sufficient to pay all Rentals due for such Initial Term or Renewal Term, in the case of an Event of Nonappropriation) and be continuing, the Lender shall notify the Escrow Agent, if appropriate, andshall, without any further demand or notice, take one (i) terminate this Lease or any combination of the following remedial steps: Lessee’s possessory rights hereunder (a) The Lender may terminate without otherwise terminating the Lease Term and give notice to the Town to vacate and surrender possession of Lease), re-enter the Leased Property within ten Business Days of such notice. (b) The Lender may proceed to foreclose through the courts on or otherwise selland eject all parties in possession thereof therefrom, trade-in, repossess or liquidate the Town’s interest in and relet the Leased Property, or then or at any part thereof in any lawful manner; providedtime thereafter commence proceedings to foreclose on and liquidate, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in relet or sell the Leased Property in excess the manner permitted by law and as otherwise provided in the Indenture; (ii) exercise any of Base Rentals the remedies provided to the Trustee upon the occurrence of an Event of Default under the Indenture as the Trustee shall determine to be in the best interests of the Bondowners and Additional Rentals as are consistent with the terms and provisions for the exercise of such remedies provided in the Indenture; or (iii) take any action at (b) Upon the termination of the term of this Lease or the Lessee’s possessory interests herein by reason of an Event of Nonappropriation or an Event of Default, all moneys then current Fiscal Year held in any fund or account under the Indenture and any Net Proceeds received on such foreclosure, liquidation, reletting or sale shall be held by the Trustee for the benefit of the owners of the Bonds (and applied from time to time as provided in Section 907 of the Indenture). Notwithstanding anything herein to the contrary, the Trustee shall be entitled to relet the Leased Property for such period as is necessary for the Trustee to obtain sufficient moneys to pay in full the principal of, and premium (if any) and interest on, the Bonds, and the obligations of the Trustee with respect to the owners of the Bonds and the receipt and disbursement of funds shall be continuing until the lien of the Indenture is discharged as provided in the Indenture except as a result of foreclosure. I Any amount received by the Trustee in excess of the amount sufficient to pay in full the principal of, and premium (if any) and interest on, the Bonds, and the obligations of the Trustee with respect to the owners of the Bonds, and any other amounts payable under subparagraph this Lease or the Indenture (dincluding but not limited to reasonable attorney fees, expenses and costs) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and shall be paid to the Leased Property under this Financing LeaseLessee.

Remedies on Default. Whenever If any Event of the Events of Default referred to in Section 13.01 of this Financing Lease hereinabove specified shall occur, Landlord, at any time thereafter, shall have happened and be continuing, the Lender shall notify the Escrow Agent, if appropriate, and, without may exercise any further demand or notice, take one or any combination of the following remedial stepsrights and remedies: (a) The Lender may Landlord may, pursuant to written notice thereof to Tenant, immediately terminate the Lease Term this Agreement and, peaceably or pursuant to appropriate legal proceedings, re-enter, retake and give notice to the Town to vacate and surrender resume possession of the Leased Property within ten Business Days for Landlord's own account without liability for trespass (Tenant hereby waiving any right to notice or hearing prior to such taking of possession by Landlord) and, for Tenant's breach of and default under this Agreement, recover immediately from Tenant any and all sums and damages due or in existence at the time of such notice. termination, including, without limitation, (bi) The Lender all Rent and other sums, charges, payments, costs and expenses agreed and/or required to be paid by Tenant to Landlord hereunder prior to such termination, (ii) all costs and expenses of Landlord in connection with the recovery of possession of the Leased Property, including reasonable attorney's fees based upon services rendered at hourly rates and court costs, and (iii) all costs and expenses of Landlord in connection with any reletting or attempted reletting of the Leased Property or any part or parts thereof, including, without limitation, brokerage fees, advertising costs, reasonable attorney's fees based upon services rendered at hourly rates based upon service rendered at hourly rates and the cost of any alterations or repairs or tenant improvements which may proceed be reasonably required to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in so relet the Leased Property, or any part thereof in or parts thereof. (b) Landlord may, pursuant to any lawful manner; providedprior notice required by law, howeverand without terminating this Agreement, that the Lender may not recover from the Town any deficiency which may exist following the liquidation peaceably or pursuant to appropriate legal proceedings, re-enter, retake and resume possession of the Town’s interest in the Leased Property for the account of Tenant, make such alterations of and repairs and improvements to the Leased Property as may be reasonably necessary in excess order to relet the same or any part or parts thereof and, directly or through a qualified management or operating company which may include an Affiliated Person of Base Rentals Landlord, operate and manage the Leased Property, and relet or attempt to relet the Leased Property or any part or parts thereof for such term or terms (which may be for a term or terms extending beyond the Term of this Agreement), at such rents and upon such other terms and provisions as Landlord, in its sole discretion, may deem advisable. If Landlord takes possession and control of the Leased Property and operates the same, Tenant shall, for so long as Landlord is actively operating the Leased Property, have no obligation to operate the Leased Property but agrees that Landlord, any contract manager or operator, or any new tenant or sublessee may, to the extent permitted by law, operate the Facility under Tenant's Permits, including its Medicaid and Medicare provider agreements, if any, until same are issued in the name of the Landlord or the new manager/operator or tenant or sublessee, as applicable. If Landlord relets or attempts to relet the Leased Property, or obtains a contract manager or operator for the Leased Property, Landlord shall at its sole discretion determine the terms and provisions of any new lease or sublease, or management or operating agreement, and whether or not a particular proposed manager or operator, or new tenant or sublessee, is acceptable to Landlord. Upon any such reletting, or the operation of the Leased Property by a contract manager or operator, all rents or incomes received by the Landlord from such reletting or otherwise from the operation of the Leased Property shall be applied, (i) first, to the payment of all costs and expenses of recovering possession of the Leased Property, (ii) second, to the payment of any costs and expenses of such reletting and or operation, including brokerage fees, advertising costs, reasonable attorney's fees based upon service rendered at hourly rates, a management fee of between five percent (5%) and ten percent (10%) of the gross revenues generated, and the cost of any alterations and repairs reasonably required for such reletting or operation of the Leased Property; (iii) third, to the payment of any indebtedness, other than Rent, due hereunder from Tenant to the Landlord, (iv) fourth, to the payment of all Rent and other sums due and unpaid hereunder, and (v) fifth, the residue, if any, shall be held by the Landlord and applied in payment of future Rent as the same may become due and payable hereunder. If the rents received from such reletting or net income from the operation of the Leased Property during any period shall be less than the Rent and Additional Rentals Charges required to be paid during that period by the Tenant hereunder, Tenant shall promptly pay any such deficiency to the Landlord and failing the prompt payment thereof by Tenant to Landlord, Landlord shall immediately be entitled to institute legal proceedings for the then current Fiscal Year recovery and in excess collection of amounts payable the same. Such deficiency shall be calculated and paid at the time each payment of Minimum Rent, Percentage Rent or any other sum shall otherwise become due under subparagraph (d) this Agreement, or, at the option of Landlord, at the end of the Term of this Section 13.02Agreement. Landlord shall, in addition, be immediately entitled to sue for and otherwise rec▇▇▇r from Tenant any other damages occasioned by or resulting from any abandonment of the Leased Property or other breach of or default under this Agreement other than a default in the payment of Rent. No such re-entry, retaking or resumption of possession of the Leased Property by the Landlord for the account of Tenant shall be construed as an election on the part of Landlord to terminate this Agreement unless a written notice of such intention shall be given to the Tenant or unless the termination of this Agreement be decreed by a court of competent jurisdiction. Notwithstanding any such re-entry and reletting or attempted reletting of the Leased Property or any part or parts thereof for the account of Tenant without termination, Landlord may at any time thereafter, upon written notice to Tenant, elect to terminate this Agreement or pursue any other remedy available to Landlord for Tenant's previous breach of or default under this Agreement. (c) The Lender Landlord may, without re-entering, retaking or resuming possession of the Leased Property, sue for all Rent and all other sum▇, charges, payments, costs and expenses due from Tenant to Landlord hereunder (discounted to present value) either: (i) as they become due under this Agreement, taking into account that Tenant's right and option to pay the Rent hereunder on a monthly basis in any particular Fiscal Year is conditioned upon the absence of a Default on Tenant's part in the performance of its obligations under this Agreement, or (ii) at Landlord's option, accelerate the maturity and due date of the whole or any part of the Rent for the entire then-remaining unexpired balance of the Term of this Agreement, as well as all other sums, charges, payments, costs and expenses required to be paid by Tenant to Landlord hereunder, including, without limitation, damages for breach or default of Tenant's obligations hereunder in existence at the time of such acceleration, such that all sums due and payable under this Agreement shall, following such acceleration, be treated as being and, in fact, be due and payable in advance as of the date of such acceleration. Landlord may lease then proceed to recover and collect all such unpaid Rent and other sums so sued for from Tenant by distress, levy, execution or sublease otherwise. Regardless of which of the foregoing alternative remedies is chosen by Landlord under this subparagraph (c), Landlord shall not be required to relet the Leased Property nor exercise any other right granted to Landlord pursuant to this Agreement, nor, except as may be required by Applicable Laws, shall Landlord be under any obligation to minimize or mitigate Landlord's damages or Tenant's loss as a result of Tenant's breach of or default under this Agreement. Notwithstanding the foregoing, following such time as Landlord may obtain possession of the Leased Property, Landlord or its successor Landlord at the time of any Lease termination, shall continue to make the Leased Property available for lease, on an "as is" basis, and shall turn over the net proceeds thereof to Tenant to the extent actually received by Landlord in respect of any time period for which Landlord shall have received the full amount of Rent payable with respect thereto (albeit perhaps on a basis reasonably discounted for the time value of money or present-value basis). (d) Landlord may, in addition to any other remedies provided herein, enter upon the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: and take possession of (i) the portion any and all of Base Rentals and Additional Rentals which would otherwise have been payable hereunderTenant's Personal Property, during any period in which the Town continues to occupyif any, use or possess the Leased Property; and (ii) Base Rentals Tenant's books and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of records necessary to operate the Leased Property, and (iii) all the bank accounts concerning, or established for, the Leased Property, without liability for trespass or conversion (Tenant hereby waiving any right to notice or hearing prior to such taking of possession by Landlord) and sell the same by public or private sale, after giving Tenant reasonable notice of the Fiscal Year time and place of any public or private sale, at which sale Landlord or its assigns may purchase all or any portion of Tenant's Personal Property, if any, unless otherwise prevented by law. Unless otherwise provided by law and without intending to exclude any other manner of giving Tenant reasonable notice, the requirement of reasonable notice shall be met if such notice is given at least ten (10) days before the date of sale. The proceeds from any such disposition, less all expenses incurred in connection with the taking of possession, holding and selling of such Property (including reasonable attorneys' fees based upon services rendered at hourly rates) shall be credited against Rent which such Event of Default occursis due hereunder. (e) Tenant acknowledges that one of the rights and remedies available to Landlord under Applicable Law is to apply to a court of competent jurisdiction for the appointment of a receiver to collect the rents, issues, profits and income of the Leased Property and to manage the operation of the Leased Property. Tenant hereby further acknowledges that the revocation, suspension or material limitation of any certification of the Leased Property for provider status under Medicare or Medicaid (or successor programs), if applicable, and/or the revocation, suspension or material limitation of any licenses for the use of the Leased Property as an independent living or licensed assisted living and dementia care facility, as applicable, under the laws of the State will materially and irreparably impair the value of Landlord's investment in the Leased Property. Therefore, in any of such events, and in addition to any other right or remedy of Landlord under this Agreement, Landlord may petition any appropriate court for appointment of a receiver to manage the operation of the Leased Property (or any portion thereof as to which Tenant has suffered the revocation, suspension or material limitation of any license), to collect and disburse all rents, issues, profits and income generated thereby and to preserve or replace to the extent possible the operating license and provider certification of the Leased Property or to otherwise substitute the licensee or provider thereof. The Lender receiver shall be entitled to a reasonable fee for his services as receiver. All such fees and other expenses of the receivership estate shall be payable as Additional Charges under this Agreement. Tenant hereby irrevocably stipulates to the appointment of a receiver under such circumstances and for such purposes and agrees not to contest such appointment. (f) In addition to the remedies hereinabove specified and enumerated, Landlord shall have and may take whatever action exercise the right to invoke any other remedies allowed at law or in equity as if the remedies of re-entry, unlawful detainer proceedings and other remedies were not herein provided. Accordingly, the mention in this Agreement of any particular remedy shall not preclude Landlord from having or exercising any other remedy at law or in equity. Nothing herein contained shall be construed as precluding the Landlord from having or exercising such lawful remedies as may appear be and become necessary in order to preserve the Landlord's right or desirable to enforce its rights the interest of the Landlord in and to the Leased Property and in this Agreement, even before the expiration of any notice periods provided for in this Agreement, if under the particular circumstances then existing the allowance of such notice periods will prejudice or will endanger the rights and estate of the Landlord in this Financing LeaseAgreement and in the Leased Property. In addition, any provision of this Agreement to the contrary notwithstanding, no provision of this Agreement shall delay or otherwise limit Landlord's right to seek injunctive relief or Tenant's obligation to comply with any such injunctive relief.

Remedies on Default. Whenever a. If Tenant shall fail to cure any Event default under paragraph 4.01 within the time provided therein, or if a receiver be appointed for Tenant, or if Tenant for any reason be insolvent, or if a Tenant vacates or abandons the leased property, then Landlord, besides other rights or remedies it may have, shall have the immediate right of Default referred re-entry and may remove all persons and property from the property without liability to any person for damages sustained by reason of such removal. Such property may be removed and stored in Section 13.01 a public warehouse or elsewhere at the cost of and for the account of Tenant; b. Should Landlord elect to re-enter as herein provided, or should it take possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease to the same extent and with all the legal incidents as if the term had expired by efflux of time, or it may from time to time relet the property for such term or terms (which may be for a term extending beyond the term of this Financing Lease Lease) and at such rental and upon such other terms and conditions as Landlord, in its sole discretion, may deem advisable, with the right to make alterations and repairs to said Property; c. Upon such re-letting (1) Tenant shall have happened be immediately liable to pay to Landlord, in addition to any rent or other sums then due and be continuingunpaid hereunder, the Lender shall notify cost of expense of such re-letting and of such reasonable alterations and repairs incurred by Landlord and the Escrow Agentamount, if appropriateany, andby which the rent reserved in this Lease for the period of such re-letting (up to but not beyond the term of this Lease) exceeds the sum agreed to be paid as rent for the property for such period on such reletting; or (2) at the option of Landlord, without rents received by Landlord from such re-letting shall be applied first to the payment of any further demand indebtedness other than rent due hereunder from Tenant to Landlord; second to the payment of any costs and expenses of such re-letting and of such alterations and repairs; third to the payment of rent due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future rent as the same may become due and payable hereunder. If Tenant has been credited with any rent to be received by such re-letting under option (1) and such rent shall not be promptly paid to Landlord by the new Tenant, during any month be less than that to be paid during that month by Tenant hereunder, Tenant shall pay any such deficiency to Landlord. Such deficiency shall be calculated and paid monthly, or notice, take one or any combination at Landlord's option the deficiency amount may be accelerated to the end of the following remedial steps:lease term and declared immediately due and payable; (a) The Lender may terminate the Lease Term and give notice to the Town to vacate and surrender d. No such re-entry or taking possession of the Leased Property within ten Business Days property by Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such notice.intention be given to Tenant or unless the termination be decreed by a court of competent jurisdiction. Notwithstanding any such re-letting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach; (b) The Lender e. Should Landlord at any time terminate this Lease for any breach, in addition to any other remedies it may proceed to foreclose through the courts on or otherwise sellhave, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender it may recover from Tenant all damages it may incur by reason of such breach, including the Town: (i) cost of recovering the portion property and including the worth at the time of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession such termination of the Leased Propertyexcess, if any, of the Fiscal Year amount of rent and charges equivalent to rent reserved in this Lease for the remainder of the stated term of the then reasonable rental value of the property for the remainder of the stated term, all of which such Event of Default occurs. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable amounts shall be immediately due and payable from Tenant to enforce its rights in and to the Leased Property under this Financing Lease.Landlord;

Remedies on Default. Whenever In the event of any Event such default by Tenant and at any time thereafter, Landlord may at its option and without limiting Landlord in the exercise of Default referred to in Section 13.01 any other right or remedy it may have on account of this Financing Lease shall have happened such default, and be continuing, the Lender shall notify the Escrow Agent, if appropriate, and, without any further demand or notice: a. Pay such sums of money as may be required to cure (in whole or in part) such default, take one such as but not limited to, the cost of purchasing insurance, making repairs, performing maintenance, or otherwise performing on behalf of Tenant any obligation of Tenant hereunder, and the sums paid by Landlord shall be immediately due and payable by Tenant to Landlord and shall be additional rent due under this Lease. b. Declare this Lease at an end, re-enter the Property with or without process of law, eject all parties in possession, and repossess and enjoy the Property together with all additions, alterations and improvements thereto. c. Re-enter the Property with our without process of law, eject all parties in possession thereof and without terminating this Lease, at any time and from time to time, relet the Property or any combination part or parts thereof, for the account of Tenant or otherwise, receive and collect the following remedial steps: (a) The Lender may terminate rents therefor, applying the Lease Term and give notice same first to the Town to vacate and surrender payment of such expenses as Landlord may have paid, assumed or incurred in recovering possession of the Leased Property within ten Business Days Property, including costs, expenses and attorneys’ fees, and for placing the same in good order and condition or preparing or altering the same for reletting and all other expenses, commissions and charges paid, assumed or incurred by Landlord in reletting the Property, and then to the fulfillment of the covenants of Tenant. Any such reletting as provided for herein may be for the remainder of the Term or for a longer or shorter period, and Landlord may execute any lease made pursuant to this Lease in its own name. Tenant shall pay to Landlord all such sums required to be paid by Tenant up to the time of reentry by Landlord, and thereafter Tenant shall, if required by Landlord, pay to Landlord until the end of the Term the equivalent of the amount of all rent and other charges required to be paid by Tenant under the terms of this Lease, less the avails of such notice. (b) The Lender may proceed to foreclose through reletting during the courts on or otherwise sellTerm, trade-inif any, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation after payment of the Town’s interest in expenses of Landlord as aforesaid, and the Leased Property in excess same shall be due and payable on the same days that rent is due hereunder. The foregoing rights and remedies of Base Rentals Landlord shall be cumulative to each other and Additional Rentals for to all other rights and remedies now or hereafter given to Landlord by law or by the then current Fiscal Year and in excess of amounts payable under subparagraph (d) terms of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Lease.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuing(a) If a default by Tenant occurs, the Lender shall notify the Escrow Agent, if appropriate, and, without any further demand or notice, take one or any combination of the following remedial stepsLandlord may: (a1) The Lender Immediately re-enter and remove all persons and personal property from the demised Premises, storing the removed property in a public warehouse or elsewhere at Tenant’s expense without liability, or (2) Landlord may terminate retake possession of the demised Premises for the account of Tenant and relet the demised Premises, or any part thereof, for such term or terms and at such rental and upon such other terms and conditions as the Landlord may deem advisable, in which event the rents received by the Landlord from reletting shall be applied first to the payment of such expense as Landlord may be put to in reentering, and then to the payment of the rent due and to become due under this Lease, the balance, if any shall be paid over to Tenant, who shall remain liable for any deficiency; or, (3) Landlord may stand by and do nothing and shall have the right to ▇▇▇ Tenant as each installment of rent matures, or accelerate the balance of installments due and ▇▇▇ for same; or (4) Terminate this Lease Term and give by notice to the Town to vacate and Tenant in which event Tenant shall immediately surrender possession of the Leased Property within ten Business Days demised Premises to Landlord and all loss or damages incurred because of such noticeTenant’s default including all rent due or to become due shall become due forthwith. (b) The Lender may proceed Notice or demand is not a prerequisite to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any remedy unless another part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02Lease provides for notice or demand in which event that provision shall prevail. (c) The Lender may lease In addition to any other loss or sublease damages that Landlord sustains because of Tenant’s default, Tenant shall pay all expenses of repairs to the Leased Property Premises or any portion thereof the property on which the Premises are located required as a result of its tenancy, transfer and storage charges for Tenant’s personal property removed from the Premises, costs, expenses and reasonable attorney’s fees for enforcing or sell any interest the Lender has in the Leased Propertyconstruing this lease, whether for trial, appeal or otherwise. (d) The Lender may recover All remedies of Landlord are cumulative to each other and to any other remedies given by law. All rights of Landlord on Tenant’s default apply to an extension of this Lease if the Lease has been extended as of the date of default. By making a payment for Tenant or from any security deposit, Landlord does not waive Tenant’s default or any right Landlord has because of the Town: (i) default except to the portion of Base Rentals and Additional Rentals which would otherwise have extent that any such default has been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable cured by the Town hereunder during the remainder, after the Town vacates and surrenders possession application of the Leased Property, of the Fiscal Year in which such Event of Default occursSecurity Deposit and provided said Security Deposit has been replenished as provided for elsewhere herein. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Lease.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease exists, Lessor shall have happened and be continuingthe right, the Lender shall notify the Escrow Agentupon thirty (30) days’ notice to Lessee, if appropriate, and, without any further demand or notice, to take one or any combination of the following remedial steps: (a) The Lender may terminate a. With or without terminating the Lease Term and give under such Lease, Lessor may enter the premises, upon thirty (30) days’ notice to Lessee, where the Town to vacate Equipment listed in such Lease is located and surrender retake possession of the Leased Property within ten Business Days such Equipment or require Lessee at Lessee’s expense to promptly return any or all of such notice. (b) The Lender may proceed Equipment to foreclose through the courts on possession of Lessor at such place within the United States as Lessor shall specify, and sell or otherwise selllease such Equipment or, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess account of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or Lessee, sublease such Equipment, continuing to hold Lessee liable, but solely from legally available funds, for the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: difference between (i) the portion Rental Payments payable by Lessee pursuant to such Lease and other amounts related to such Lease or the Equipment listed therein that are payable by Lessee to the end of Base Rentals the then current Original Term or Renewal Term, as the case may be, and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals the net proceeds of any such sale, leasing or subleasing (after deducting all expenses of Lessor in exercising its remedies under such Lease, including without limitation all expenses of taking possession, storing, reconditioning and Additional Rentals which would otherwise have been payable by selling or leasing such Equipment and all brokerage, and auctioneer’s fees, subject, however, to the Town hereunder during the remainder, after the Town vacates and surrenders possession provisions of the Leased Property, Section 3.04. The exercise of the Fiscal Year in which any such remedies respecting any such Event of Default occursshall not relieve Lessee of any other liabilities under any other Lease or the Equipment listed therein; and. (e) The Lender ▇. ▇▇▇▇▇▇ or Lessee may take whatever action at law or in equity may appear necessary or desirable to enforce its rights under such Lease or as a secured party in and any or all of the Equipment subject to the Leased Property under this Financing such Lease.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease 10.01 hereof shall have happened and be continuingcontinue to exist, then the Lender shall notify the Escrow Agent, if appropriate, and, without City may take any further demand or notice, take one or any combination more of the following remedial stepssteps as against the Lessee: (a) The Lender may terminate the Lease Term City may, and give notice to the Town to vacate upon a payment default shall, re-enter and surrender take possession of the Special Facilities and the Ground Lease Properties without terminating this Agreement and use its best efforts to (i) complete construction and equipping of the Special Facilities (and apply proceeds of the Bonds for such purpose) and (ii) either (x) operate the Special Facilities and impose rates and charges on airline tenants in Terminals B and/or C and/or the IAB, as appropriate, for their availability, operation and maintenance in accordance with the Use and Lease Agreement or IAB License Agreement, as applicable or (y) sublease the Special Facilities and Ground Lease Properties on a net rent lease basis, provided further that in either event the City shall use its best efforts to impose and collect rates and charges or rental rates sufficient to provide for operating and maintenance expenses and Ground Rentals to the same extent as Lessee is obligated to do so (it being understood that for the IAB "Ground Rentals" shall be the rental amount then charged for the IAB Leased Property within ten Business Days Premises without consideration of such noticeany Special Facilities located therein) and to provide additional amounts equal to the Net Rent set forth in Section 6.01, all for the account of the Lessee, holding the Lessee liable for the difference between the rents and other amounts payable by the Lessee hereunder and the charges received from airline tenants and/or the rents and other amounts received from any sublessee with respect to the Special Facilities. All gross proceeds derived by the City from any charges and/or rents (net of operating and maintenance expenses and any Ground Rent payable or remaining unpaid hereunder, and up to the amount of all Net Rent payable hereunder) shall be remitted to the Trustee for deposit in the Interest and Redemption Fund to support repayment of the Bonds. (b) The Lender City may proceed terminate this Agreement, exclude the Lessee from possession of the Special Facilities and the Ground Lease Properties and use its best efforts to foreclose through (i) complete construction and equipping of the courts Special Facilities (and apply proceeds of the Bonds for such purpose) and (ii) either (x) operate the Special Facilities and impose rates and charges on airline tenants in Terminals B and/or C and/or the IAB for their availability, operation and maintenance in accordance with the Use and Lease Agreement and IAB License Agreement; or otherwise sell(y) lease the same on a net rent lease basis, trade-inprovided further that in either event the City shall use its best efforts to impose and collect rates and charges or rental rates sufficient to provide for operating and maintenance expenses and Ground Rentals to the same extent as Lessee is obligated to do so and to pay the Net Rent set forth in Section 6.01, repossess all for the account of the Lessee, holding the Lessee liable for all rents and other amounts due under this Agreement and not received by the City from charges or liquidate rents with respect to the Town’s interest Special Facilities. All gross proceeds derived by the City from any charges and/or rents (net of operating and maintenance expenses and any allocable Ground Rentals payable or remaining unpaid hereunder, and up to the amount of all Net Rent payable hereunder) shall be remitted to the Trustee for deposit in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation Interest and Redemption Fund to support repayment of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02Bonds. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender City may take whatever other action at law or in equity as may appear necessary or desirable to collect the rent then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Lessee under this Agreement. The City shall use its rights best efforts to cause the Special Facilities to be either operated or leased on a net rent lease basis for the account of Lessee as provided in clauses (a) and (b) above after an Event of Default by Lessee, whether or not City retakes possession of the Special Facilities or terminates this Agreement. (d) In connection with any reletting of the Special Facilities and Ground Lease Properties associated with Terminal B or C or the IAB, the City agrees to use its best efforts to relet such Special Facilities to the Leased Property same tenant(s) who use and occupy Terminal B or C or the IAB. It is recognized that such tenant(s) will also be required to pay the City Ground Rentals and certain other rentals in connection with the use and occupancy of such Terminals. In connection with a reletting of such Terminals, the City agrees not to charge such tenant(s) ground rentals in excess of those charged (or that would be charged) to Lessee for the areas in such Terminals. (e) In connection with any reletting by the City during the original term of this Agreement, Lessee shall be subrogated to the right of the Trustee to receive payments hereunder to support repayment of the Bonds to the extent that Lessee has made payments on the Bonds under this Financing Leasethe Guaranty.

Remedies on Default. (a) Whenever any Event of Default referred on this Lease occurs or is anticipated to occur, the non-defaulting party shall notify the defaulting party of said Event of Default b prior to expiration of the time to cure such Event of Default and without e impairing the defaulting party’s opportunity to cure the Event of Default. The non-defaulting party shall act in Section 13.01 good faith and take all reasonable measures to r assist the defaulting party in effectuating a cure of this Financing Lease the default. (b) Whenever any Event of Default shall have happened and be continuingcontinuing as e to the Lease, the Lender shall notify the Escrow Agent, if appropriate, and, without any further demand or notice, non-defaulting party may take one or o:r any combination of the following following, remedial steps: (a) The Lender may a. terminate the Lease Term and give notice to the Town Lessee to vacate and surrender possession of the Leased Property within ten Business Days of such notice. (b) The Lender may proceed to foreclose through the courts on or otherwise sellbefore June 30 of the year in which the Event of Defaultoccurs; b. after declaring this Lease terminated, trade-in, repossess or liquidate the Town’s interest in reenter the Leased Property, Property and occupy the whole or any part thereof in for and on account of Lessee and collect any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of unpaid Base Rentals and Additional Rentals for the then current Fiscal Year and other charges, which have become payable, or which may thereafter become payable; c. sell, assign or lease its interest in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property all or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property. Notwithstanding Lessee’s default nothing shall preclude Lessee from purchasing the Leased Property; d. cure the default at the defaulting party's expense, and withhold, reduce or offset any amount against any payments of Base Rent or any other charges due and payable under this Lease; e. enforce any provision of this Lease by equitable remedy, including, but not limited to, enforcement of the Fiscal Year in which such Event restrictions on assignment, encumbrance, conveyance, transfer or succession under this Lease by specific performance, writ of Default occurs.mandamus or other injunctive relief; and (e) The Lender may f. take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing underthis Lease.

Remedies on Default. Whenever any Event of Default referred to Except as provided in Section 13.01 19(f) above, in the event of this Financing Lease shall have happened and be continuinga Default, the Lender shall notify the Escrow Agent, if appropriate, and, without Landlord may take any further demand or notice, take one or any combination more of the following remedial stepssteps in addition to any and all other rights or remedies it may have at law or in equity: (aA) The Lender Landlord may terminate this Lease by giving notice of termination, in which event this Lease shall expire and terminate on the date specified in such notice of termination, with the same force and effect as though the date so specified were the date originally fixed as the termination date of the term of this Lease, and all rights of Tenant under the Lease Term and give notice in and to the Town Premises shall expire and terminate, and Tenant shall remain liable for all obligations under this Lease arising up to vacate the date of such termination and Tenant shall surrender possession of the Leased Property within ten Business Days of Premises to Landlord on the date specified in such notice. (bB) The Lender Landlord may, from time to time without terminating this Lease, and without releasing Tenant in whole or in part from its obligation to pay monthly rental and perform all of the covenants, conditions, and agreements to be performed by Tenant as provided in this Lease, make such alterations and repairs as may proceed be necessary in order to foreclose through re-let the courts on or otherwise sellPremises, tradeand after making such alterations and repairs, Landlord may, but shall not be obligated to, re-in, repossess or liquidate let the Town’s interest in the Leased Property, Premises or any part thereof for such term or terms at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable or acceptable; upon each re-letting, all rentals received by Landlord from such re-letting shall be applied first to the payment of any lawful manner; providedcost and expenses of such re-letting, howeverincluding brokerage fees and attorney's fees and all costs of such alterations and repairs, that and second to the Lender may not recover from the Town any deficiency which may exist following the liquidation payment of the Town’s interest in the Leased Property in excess of Base Rentals monthly rental due and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable unpaid hereunder, and the residue, if any, shall be held by Landlord and paid to Tenant. In no event shall Tenant be entitled to any excess rental received by Landlord over and above charges that Tenant is obligated to pay hereunder as monthly rental; if such rentals received from such re-letting during any period month are less than those to be paid during the month by Tenant hereunder, including monthly rental, Tenant shall pay any such deficiency to Landlord, which deficiency shall be calculated and paid monthly. Tenant shall also pay to Landlord as soon as ascertained and upon demand all costs and expenses incurred by Landlord in connection with such re-letting and making any alterations and repairs which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable are not covered by the Town hereunder during the remainderrental received under such re-letting; notwithstanding any such re-letting without termination, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which Landlord may at any time thereafter elect to terminate this Lease for such Event of Default occursprevious breach. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Lease.

Remedies on Default. Whenever a) It is mutually agreed that if any Event payment of Default referred any rent agreed upon hereunder is not paid by Lessee when due and remains unpaid for more than 15 days past the due date, then Lessee shall have the right to cure the default in Section 13.01 payment within 7 days after notice from Lessor to Lessee of the occurrence of the default, provided, that if such default is cured within the 7 days after notice, Lessee shall pay to Lessor as additional rent a late charge of five (5%) percent of the rent then owing; or if Lessee shall be in default in performing any of the terms or provisions of this Financing Lease shall have happened other than the provision requiring the payment of rent and such default is not cured (or if Lessee has not commenced action to cure where a cure cannot practicably be continuingcompleted in a timely manner) within thirty (30) days after notice by Lessor; or if Lessee is adjudicated bankrupt; or if a permanent receiver is appointed for Lessee's property and such receiver is not removed within 45 days after written notice from Lessor to Lessee to obtain such removal; or if, whether voluntarily or involuntarily, Lessee takes advantage of any debtor relief proceedings under any present or future law, whereby the Lender shall notify the Escrow Agent, if appropriate, and, without any further demand or notice, take one or any combination of the following remedial steps: (a) The Lender may terminate the Lease Term and give notice to the Town to vacate and surrender possession of the Leased Property within ten Business Days of such notice. (b) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, rent or any part thereof is, or is proposed to be, reduced or payment thereof deferred; or if Lessee makes an assignment for benefit of creditors, or if Lessee's effects should be levied upon or attached under process against Lessee, not satisfied or dissolved within 45 days after written notice from Lessor or Lessee to obtain satisfaction thereof, then and in any of said events, if such condition is not corrected or eliminated within seven (7) days after notice from Lessor to Lessee of the existence of the condition, Lessee shall be in default hereunder. b) In the event of any breach of this Lease by Lessee which is not properly cured, Lessor shall be immediately entitled to collect the sum of all rent reserved in this Lease Agreement for the balance of the Lease Term but only if the alleged breach is not disputed in good faith by Lessee, less the reasonable rentable value of the Premises for the remainder of the Term, such sum to be discounted to present value using the NationsBank Prime Interest Rate, and Lessor may, at its option, cancel and terminate this Lease or take such other legal action for the enforcement of the terms hereof as it may be advised; and it shall be lawful mannerfor Lessor or its agents to reenter and forthwith repossess all and singular the Premises without hindrance or prejudice to its right to distrain for all rent due or to become due under this Lease. The election of Lessor to lease or sublease the Premises to another Lessee shall not affect Lessor's right to charge Lessee with all rent due to become due hereunder; provided, however, that any rental received from such other tenants shall be credited upon the Lender may not recover entire amount of rental due, plus costs and expenses, from Lessee under the Town terms of this Lease, but in no event shall any deficiency which may exist following the liquidation amount of the Town’s interest in the Leased Property rent received in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and amount due be credited to Lessee. Lessor shall not be required to exercise any other right granted to Lessor hereunder. Lessor shall have, in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender addition to any other remedies which it may lease or sublease have, the Leased Property or right to invoke any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable remedy allowed by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce Lessor's rights as if reentry and other remedies were not herein provided for. In any event, Lessor shall be entitled to recover from Lessee, in addition to any rent provided for herein, any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee's failure to perform its rights in and to the Leased Property obligations under this Financing Lease, including but not limited to reasonable leasing fees and upfit charges. c) If Landlord shall be in default in the performance of any of its obligations hereunder, Tenant, without any obligation to do so, in addition to any other rights it may have in law or equity, may elect (but shall not be obligated) to cure such default on behalf of Landlord after written notice (except in the case of emergency) to Landlord. Landlord shall reimburse Tenant upon demand for any sums paid or costs incurred by Tenant in curing such default, including interest thereon from the respective dates of Tenant's making the payments and incurring such costs, at NationsBank's then published prime interest rate. Landlord shall in no event be in default in the performance of any of Landlord's obligations hereunder unless and until Landlord shall have failed to perform such obligations within ten (10) days or such additional time as is reasonably required to correct any such default after written notice by Tenant to Landlord properly specifying wherein Landlord has failed to perform any such obligation.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuing, the Lender shall notify the Escrow Agent, if appropriate, andmay, without any further demand or notice, take one or any combination of the following remedial steps: (a) The Lender may terminate the Lease Term and give notice to the Town Lessees to vacate and surrender possession of the Leased Property within ten Business Days of such notice; and pursue Judgment for Possession and a Writ of Restitution under C.R.S. § ▇▇-▇▇-▇▇▇ et seq. if possession is not timely surrendered. (b) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest Lessees’ interests in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town Lessees any deficiency which may exist following the liquidation of the Town’s interest Lessees’ respective interests in the Leased Property in excess of Base Rentals and Additional Rentals for the then then-current Fiscal Year Years and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the TownLessees: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues Lessees continue to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town Lessees hereunder during the remainder, after the Town vacates Lessees vacate and surrenders surrender possession of the Leased Property, of the Fiscal Year Renewal Term in which such Event of Default occurs. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Lease.

Remedies on Default. Whenever any Event of Default referred exists, subject to the provisions set forth in Section 13.01 of this Financing Lease shall 43, Lessor will have happened and be continuingthe right, the Lender shall notify the Escrow Agent, if appropriate, and, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) The Lender By written notice to Lessee, Lessor may terminate declare all Rental Payments and other amounts payable by Lessee hereunder to the end of the Lease Term and give notice to the Town to vacate and surrender possession of the Leased Property within ten Business Days of such notice.be due; (b) The Lender With or without terminating this Agreement, Lessor may proceed enter the premises where the Personal Property is located and retake possession of the Personal Property or require Lessee at Lessee’s expense to foreclose through promptly return any or all of the courts on Personal Property to the possession of Lessor at a place specified by Lessor, and sell or otherwise selllease the Personal Property or, trade-infor the account of Lessee, repossess or liquidate sublease the Town’s interest in the Leased Personal Property, or any part thereof in any lawful manner; provided, however, that holding Lessee liable for the Lender may not recover from difference between (i) the Town any deficiency which may exist following Rental Payments and other amounts payable by Lessee hereunder to the liquidation end of the Town’s interest Lease Term, plus the applicable Purchase Price, and (ii) the net proceeds of any such sale, lease or sublease (after deducting all expenses of Lessor in exercising its remedies under this Agreement, including without limitation, all expenses of taking possession, storing, reconditioning and selling or leasing the Leased Personal Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year all brokerage, auctioneers’ and in excess of amounts payable under subparagraph (d) of this Section 13.02.attorneys’ fees); and (c) The Lender Lessor may lease or sublease provide written notice of the Leased Property or occurrence of an Event of Default to the escrow agent under any portion thereof or sell any interest related escrow agreement, and the Lender has in escrow agent shall thereupon promptly remit to Lessor the Leased Property.entire balance of the acquisition fund established thereunder; and (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender Lessor may take whatever other action at law or in equity may appear necessary or desirable to enforce its rights in as the owner of the Personal Property. In addition, Lessee will remain liable for all covenants and indemnities under this Agreement and for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the Leased Property under this Financing Leaseenforcement of any of the remedies listed above or any other remedy available to Lessor.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease exists, Lessor shall have happened and be continuingthe right, the Lender shall notify the Escrow Agent, if appropriate, and, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: : (a) The Lender by written notice to Lessee, Lessor may terminate declare all Rental Payments payable by Lessee pursuant to such Lease and other amounts payable by Lessee under such Lease to the end of the then current Original Term or Renewal Term to be immediately due and payable; (b) with or without terminating the Lease Term under such Lease, Lessor may enter the premises where the Equipment listed in such Lease is located and give notice retake possession of such Equipment or require Lessee at Lessee’s expense to promptly return any or all of such Equipment to the Town to vacate and surrender possession of Lessor at such place within the Leased Property within ten Business Days of United States as Lessor shall specify, and sell or lease such notice. (b) The Lender may proceed to foreclose through the courts on or otherwise sellEquipment or, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess account of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or Lessee, sublease such Equipment, continuing to hold Lessee liable for the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: difference between (i) the portion Rental Payments payable by Lessee pursuant to such Lease and other amounts related to such Lease of Base Rentals the Equipment listed therein that are payable by Lessee to the end of the then current Original Term or Renewal Term, as the case may be, and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals the net proceeds of any such sale, leasing or subleasing (after deducting all expenses of Lessor in exercising its remedies under such Lease, including without limitation all expenses of taking possession, storing, reconditioning and Additional Rentals which would otherwise have been payable by selling or leasing such Equipment and all brokerage, auctioneer’s and attorney’s fees), subject, however, to the Town hereunder during the remainder, after the Town vacates and surrenders possession provisions of the Leased Property, Section 7 hereof. The exercise of the Fiscal Year any such remedies in which respect of any such Event of Default occurs. shall not relieve Lessee of any other liabilities under any other Lease or the Equipment listed therein; and (ec) The Lender Lessor may take whatever action at law or in equity may appear necessary or desirable to enforce its rights under such Lease or as a secured party in any or all of the Equipment. Any net proceeds from the exercise of any remedy under a Lease (after deducting all costs and expenses referenced in the Section) shall be applied as follows: (i) if such remedy is exercised solely with respect to the Leased Property a single Lease, Equipment listed in such Lease or rights thereunder, then to amounts due pursuant to such Lease and other amounts related to such Lease or such Equipment; or (ii) if such remedy is exercised with respect to more than one Lease, Equipment listed in more than one Lease or rights under this Financing more than one Lease, then to amounts due pursuant to such Leases pro-rata.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease shall have happened occurred and be continuing, the Lender Lessor shall notify have the Escrow Agentright, if appropriate, and, at its sole option without any further demand or notice, to take any one or any combination of the following remedial steps: (a) The Lender may terminate the Lease Term Terminate this Agreement and give notice to the Town to vacate and surrender retake possession of the Leased Property within ten Business Days Equipment wherever situated, and sell or lease, sublease or make other disposition of such noticethe Equipment for use over a term in a commercially reasonable manner, all for the account of Lessor; provided that Lessee shall remain directly liable for the amount actually appropriated for the purchase or rental of the Equipment and unpaid by Lessee during the current fiscal year. Lessor shall apply the sale proceeds in the following manner: FIRSTLY, to pay all proper and reasonable costs and expenses associated with the recovery, repair, storage and sale of the Equipment, including reasonable attorneys' fees and expenses; SECONDLY, to pay the Lessor (i) the amount of all unpaid Rental Payments, if any, which are then due and owing, together with interest and late charges thereon, (ii) the then applicable Purchase Price (taking into account the payment of past due Rental Payments as aforesaid), plus a pro rata allocation of interest, at the rate utilized to establish the interest component for the Rental Payment next due, from the next preceding due date of a Rental Payment until the date of payment by the buyer, and (iii) any other amounts due hereunder; THIRDLY, to pay the remainder of the sale proceeds, purchase moneys or other amounts paid by a buyer of the Equipment, to the Lessee. (b) The Lender may proceed by appropriate court action to foreclose through enforce performance by the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation Lessee of the Town’s interest in the Leased Property in excess applicable covenants of Base Rentals and Additional Rentals this Agreement or to recover for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02.breach thereof; or (c) The Lender may lease Use or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the retake such portion of Base Rentals the Equipment as the Lessor, in its sole discretion, may decide. All of the Lessee's right, title and Additional Rentals interest in any Equipment the possession of which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable is retaken by the Town hereunder during Lessor upon the remainder, after the Town vacates and surrenders possession occurrence of the Leased Property, of the Fiscal Year in which such an Event of Default occursor Event of Nonappropriation shall terminate immediately upon such repossession. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Lease.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuing, the Lender shall notify Issuer, or the Escrow AgentTrustee as provided in the Indenture, if appropriate, and, without may take any further demand or notice, take one or any combination more of the following remedial steps: (a) The Lender may terminate declare all installments of rent payable under Section 5.3 hereof for the remainder of the Lease Term to be immediately due and give notice payable, whereupon such rent shall become immediately due and payable. If the Issuer or the Trustee elects to exercise the remedy afforded in this Section 10.2(a) and accelerates all rents payable under Section 5.3 hereof for the remainder of the Lease Term, the amount then due and payable as accelerated rents shall be the sum of (1) the aggregate principal amount of the Outstanding Bonds, and (2) all interest on the Bonds accming to the Town to vacate and surrender possession date of the Leased Property within ten Business Days of such notice.maturity by declaration; (b) The Lender may proceed re-enter and take possession of the Project without terminating this Lease and without any liability to foreclose through the courts on or otherwise sellLessee for such entry and repossession, trade-inand sublease the Project for the account of the Lessee, repossess or liquidate holding the Town’s interest Lessee liable for the difference in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals rents and Additional Rentals for the then current Fiscal Year and in excess of other amounts payable under subparagraph (d) of this Section 13.02.by such sublessee in such subleasing and the rents and other amounts payable by the Lessee hereunder; (c) The Lender the Trustee may lease or sublease the Leased Property or exercise any portion thereof or sell any interest the Lender has remedies provided for in the Leased Property.Indenture and with respect to any Security Interest, the rights of a secured party under the U.C.C.; and (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to collect the rents then due, or to enforce its rights performance and observance of any obligation, agreement or covenant of the Lessee under this Lease. Provided however, if the Project is subject to a Leasehold Security Deed, no remedies may be exercised by the Issuer or the Trustee without the prior written consent of the Leasehold Mortgagee that holds the same, except that the Trustee and the Issuer may seek a money judgment against Lessee for any fee, expenses, reimbursements or indemnification to which they are entitled under this Lease, the Indenture or any Guaranty Agreement. Any amounts collected with respect to rent pursuant to action taken under this Section 10.2 shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture and after Payment in Full of the Bonds and the payment of any costs occasioned by an Event of Default hereunder, any excess moneys in the Bond Fund shall be returned to the Leased Property Lessee as an overpayment of rent. Any enforcement of recovery under this Financing Section shall be limited from and against the Lessee only and no claim or recovery may be made against any member, partner, officer, director or other beneficial owner of the Lessee. The Issuer will not exercise any remedies (other than to seek a money judgment against Lessee for any fee, expenses, reimbursements or indemnification to which it is entitled under this Lease) without the prior written consent of a majority in principal amount of the Bonds Outstanding that financed the Project; provided, however, if the Project is encumbered by a permitted Leasehold Security Deed, the Issuer or the Trustee shall exercise such remedies as the Leasehold Mortgagee which holds that Leasehold Security Deed shall direct in writing.

Remedies on Default. Whenever any Event of Default referred In addition to in Section 13.01 of this Financing Lease the remedies provided by Chapter 83, Florida Statutes, Landlord shall have happened and be continuing, the Lender shall notify the Escrow Agent, if appropriate, and, without any further demand or notice, take one or any combination of the following remedial stepsremedies: (a) The Lender Landlord may re-enter the Premises immediately and terminate the Lease Term Lease. Landlord may remove all persons and give notice to property from the Town to vacate Premises. Such property may be removed and surrender possession stored in a public warehouse or elsewhere at the cost of, and for the account of the Leased Property within ten Business Days of such noticeTenant. (b) The Lender Landlord may proceed to foreclose through re- let the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, Premises or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in Premises for any term without terminating the Leased Property in excess of Base Rentals Lease, at such rent and Additional Rentals on such terms as he may choose, for the then current Fiscal Year Tenants account. Landlord may make such alterations or repairs of the Premises as may be necessary or required. The duties and in excess liabilities of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Townparties upon such re-letting are as follows: (i) In addition to Tenant's liability to Landlord for breach of the portion Lease, Tenant shall be liable for all expenses of Base Rentals the re-letting, including, without limitation, broker's commissions, expenses of alterations and Additional Rentals which would otherwise have been payable hereunderrepairs and all other expenses of the Landlord. Tenant shall pay to Landlord such expenses on the dates the rent are due provided herein, during any period in which minus the Town continues to occupy, use or possess the Leased Property; andrent received by Landlord from re-letting. (ii) Base Rentals Landlord, at its option, shall have the right to apply the rent received from re- letting the Premises as follows: First, to reduce Tenant's indebtedness to Landlord under the Lease, not including indebtedness for rent; Second, to recover expenses of re-letting and Additional Rentals which would otherwise have been payable by alternations and repairs made; Third, to recover the Town hereunder during rent due under the remainderLease; and Fourth, after to payment of future rent under the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occursLease as it becomes due. (eiii) The Lender Notwithstanding any such re-letting without termination, Landlord may take whatever action at law any time thereafter elect to terminate this Lease for such previous breach. Landlord may recover from Tenant all damages proximately resulting from the breach, including the cost of recovering the Premises, the unpaid rent that had been earned at time of breach, and accelerate payment of rent that would have been earned from date of such breach until the time this Lease would have expired but for such termination. All such amounts shall be immediately due and payable from Tenant. Any and all rights, remedies and options given in this Lease to Landlord shall be cumulative and in addition to and without waiver of or in equity may appear necessary derogation of any right or desirable remedy given to enforce its rights it under any law now or hereafter in and to the Leased Property under this Financing Leaseeffect.

Remedies on Default. Whenever Upon the occurrence of a Default under this Agreement, Lender, at its option, may declare all of the obligations and liabilities secured by this Agreement, including without limitation the Notes, to be immediately due and payable, without demand or notice to Borrower or any Event guarantor of Default referred to in Section 13.01 any obligations of this Financing Lease Borrower. The obligations and liabilities accelerated thereby shall bear interest at the lower of 18% per annum or the maximum rate allowed by applicable law. Upon such declaration of default, Lender shall have happened and be continuing, the Lender shall notify the Escrow Agent, if appropriate, and, without any further demand or notice, take one or any combination all of the following remedial steps: (a) The Lender may terminate rights and remedies of a secured party under the Lease Term and give notice to the Town to vacate and surrender possession of the Leased Property within ten Business Days of such notice. (b) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased PropertyUniform Commercial Code, or under any part thereof in any lawful manner; providedother applicable law, however, that including without limitation the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: right to (i) notify any account debtor of Borrower or any obligor on any instrument which constitutes part of the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunderCollateral to make payment to Lender, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals with or without legal process, to enter any premises where the Collateral may be and Additional Rentals which would take possession and/or remove said Collateral from said premises, (iii) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at said sale, (iv) lease or otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession dispose of all or part of the Leased PropertyCollateral, applying proceeds therefrom to the obligations then in default. Proceeds from any sale or lease or other disposition shall be applied first to all costs of repossession, storage, and disposition including without limitation attorneys', appraisers', and auctioneers' fees, second to discharge the obligations then in default, third to discharge any other obligations of Borrower to Lender under this Agreement or any Note, whether as obligor, endorsor, or otherwise, fourth to expenses incurred in paying or settling liens and claims against the Collateral, fifth to Borrower, if there exists any surplus. Any notice which Lender is required to give to Borrower under the Uniform Commercial Code of the Fiscal Year in time and place of any public sale or the time after which any private sale or other intended disposition of the Collateral is to be made shall be deemed to constitute reasonable notice if such Event of Default occurs. (e) The Lender may take whatever action at law notice is mailed by registered or in equity may appear necessary or desirable to enforce its rights in and certified mail to the Leased Property under this Financing Leaselast known address of Borrower at least five (5) days prior to such action.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 13.01 of this Financing Lease shall have happened occurred and be continuingcontinuing under an Agreement or Agreements, Lessor shall have the Lender shall notify the Escrow Agentright, if appropriate, and, at its sole option without any further demand or noticeprior notice to Lessee, to take any one or any combination of the following remedial steps: (a) The Lender may terminate steps except insofar as the Lease Term and give notice same are not available to the Town to vacate and surrender possession secured parties under Article 9 of the Leased Property within ten Business Days of such notice. (b) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest UCC in effect in the Leased Property, State from time to time or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Townare otherwise prohibited by applicable law: (i) By written notice to ▇▇▇▇▇▇, declare immediately due and payable an amount equal to all Lease Payments and Additional Lease Payments then due and unpaid, all interest accrued thereon and unpaid, all other amounts then due under this Master Lease Agreement and unpaid, and the entire unpaid principal portion of Base Rentals all remaining Lease Payments due during the Term, whereupon the same shall become immediately due and payable without any further action or notice; (ii) Require Lessee to assemble the Collateral listed in such Agreement at a place reasonably convenient to both Lessor and Lessee and at a reasonable time; and use or operate the Collateral for the purpose of preserving it; (iii) With or without terminating any affected Agreement, take possession of the Collateral listed in such Agreement(s) wherever situated, without any court order or other process of law and without liability for entering the premises, and lease, or make other disposition of such Collateral for use over a term in a commercially reasonable manner, all for the account of Lessor or Lessee; provided that Lessee shall remain directly liable for the deficiency, if any, between the rent or other amounts paid by a lessee of such Collateral pursuant to such lease or sublease during the same period of time, after deducting all costs and expenses, including reasonable attorney’s fees and expenses, incurred with respect to the recovery, repair and storage of such Collateral during such period of time, and the sum of the Prepayment Amount plus Additional Rentals Lease Payments and all other amounts due hereunder; (iv) With or without terminating any affected Agreement, take possession of the Collateral wherever situated listed in such Agreement(s), without any court order or other process of law and without liability for entering the premises, and sell any or all of such Collateral at a public or private sale, or otherwise dispose of, hold, use, operate, lease to others or keep idle such Collateral, with 10 days’ notice to Lessee, all free and clear of any rights of Lessee; provided that any and all such actions be taken in a commercially reasonable manner. All proceeds from such sale to be applied in the following manner: FIRST, to pay all proper and reasonable costs and expenses associated with the recovery, repair, storage and sale of such Collateral, including reasonable attorneys’ fees and expenses; SECOND, to pay (i) Lessor the amount of all unpaid Lease Payments due under such Agreement(s), if any, which would otherwise have been are then due and owing, together with interest and late charges thereon, (ii) Lessor the then applicable Prepayment Amount under such Agreement(s) (taking into account the payment of past due Lease Payments as aforesaid), plus a pro-rata allocation of interest, at the rate utilized to establish the interest component for the Lease Payment next due pursuant to the applicable Schedule, from the next preceding due date of a Lease Payment until the date of payment by the buyer, and (iii) Lessor any other amounts due thereunder, including indemnity payments, reimbursement of any advances, Additional Lease Payments due under such Agreement(s), and other amounts payable to Lessor hereunder; and THIRD, during any period to pay the remainder of the sale proceeds, purchase moneys or other amounts paid by a buyer of such Equipment, to Lessee; (v) Proceed by appropriate court action to enforce performance by Lessee of the applicable covenants of this Master Lease Agreement, the applicable Agreement(s) or to recover for the breach thereof, including the payment of all amounts due from Lessee, in which the Town continues event Lessee shall pay or repay to occupyLessor all costs or such action or court action including without limitation, use or possess the Leased Propertyreasonable attorneys’ fees; and (iivi) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take Take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and with respect to the Leased Property Collateral under this Financing Leasesuch Agreement(s), in which event Lessee shall pay or repay to Lessor all costs of such action or court action, including, without limitation, reasonable attorneys’ fees.‌ (b) Notwithstanding any other remedy exercised hereunder, ▇▇▇▇▇▇ shall remain obligated to pay to Lessor any unpaid portion of the Prepayment Amount due under such Agreement(s). To the extent permitted by applicable law, Lessee hereby waives any rights now or hereafter conferred by statute or otherwise which might require Lessor to use, sell, lease or otherwise dispose of any Collateral under such Agreement(s) in mitigation of Lessor’s damages or which might otherwise limit or modify any of Lessor’s rights hereunder. (c) All of Lessee’s right, title and interest in any Collateral the possession of which is taken by Lessor upon the occurrence of an Event of Default (including, without limitation, construction contracts, warranties, guaranties or completion assurances applicable to such Collateral) shall pass to Lessor, and Lessee’s rights in such Collateral shall terminate immediately upon such repossession, subject however, to Lessee’s rights under Article XI to prepay and terminate the Agreement.

Remedies on Default. Whenever any Event of Default referred exists with respect to in Section 13.01 of this Financing Lease a Property Schedule, Lessor shall have happened and be continuingthe right, the Lender shall notify the Escrow Agent, if appropriate, and, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) The Lender may terminate Without terminating the Lease Term Property Schedule, and give by written notice to Lessee, Lessor may declare all Rental Payments and other amounts payable by Lessee thereunder to the Town to vacate and surrender possession end of the Leased then-current fiscal year of Lessee to be due, including without limitation delinquent Rental Payments under the Property within ten Business Days Schedule from prior fiscal years, and such amounts shall thereafter bear interest at the rate of such notice.12% per annum or the maximum rate permitted by applicable law (“Default Rate”), whichever is less; (b) The Lender Without terminating the Property Schedule, Lessor may proceed annually bring legal proceedings against Lessee for Rental Payments due under the Property Schedule to foreclose through the courts on or otherwise sellend of the then-current fiscal year, trade-intogether with Lessor’s costs and expenses associated with taking such action, repossess or liquidate including reasonable attorneys’ fees. (c) Lessor may terminate the Town’s interest in Property Schedule, may enter the Leased 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 part thereof or all of the Property to the possession of Lessor at such place within the continental United States as Lessor shall specify; and Lessor may sell, lease or otherwise dispose of the Property in any lawful mannerwhole or in part, in one or more public or private transactions; provided, however, that the Lender may not recover any proceeds from the Town any deficiency which may exist following the liquidation sale, lease or disposition of the Town’s interest in the Leased Property in excess of Base Rentals the sum required to (i) pay off any outstanding principal component of Rental Payments, (ii) pay any other amounts then due under the Property Schedule, and Additional Rentals for (iii) pay Lessor's costs and expenses associated with the then current Fiscal Year and in excess disposition of amounts payable under subparagraph the Property (d) including attorneys’ fees), shall be paid to Lessee or such other creditor of this Section 13.02. (c) The Lender Lessee as may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property.be entitled thereto; (d) The Lender Without terminating the Property Schedule, Lessor may recover from enter the Town:premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the continental United States as Lessor shall specify; and Lessor may sublease the Property for the account of Lessee, continuing to hold Lessee liable for the difference between the Rental Payments due each year and the annual net proceeds of any such sublease (after deducting all costs and expenses incurred by Lessor in the exercise of its remedies, including, without limitation, all costs and expenses of taking possession, removing, storing and reconditioning the Property, and including reasonable attorneys’ fees); (ie) Lessor may apply monies in any Restricted Account relating to the portion Property Schedule to payment of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which Lessee's obligations under the Town continues to occupy, use or possess the Leased PropertyProperty Schedule; and (iif) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender Lessor may take whatever action any action, at law or in equity equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights in under the Property Schedule and to the Leased Property under this Financing LeaseAgreement.

Remedies on Default. Whenever In the event of any Event of Default referred to such uncured Lessee ------------------- default, Lessor may, in Section 13.01 of this Financing Lease shall have happened and be continuingaccordance with procedures required by law, the Lender shall notify the Escrow Agent, if appropriate, and, without any further demand or notice, take pursue one or any combination of the following remedial stepsremedies: (a) The Lender Lessor may terminate Lessee's right to possession of the Property by any lawful means, in which case this Lease Term shall terminate and give notice to the Town to vacate and Lessee shall surrender possession of the Leased Property to Lessor within ten Business Days one hundred eighty (180) days after written notice from Lessor to Lessee. In such event, Lessor shall be entitled to recover from Lessee all damages incurred by Lessor by reason of such notice.Lessee's default including, but not limited to, the cost of recovering possession of the Property and the Buildings, expenses of reletting, including necessary renovation and alteration of the Property and the Buildings for uses similar to Lessee's uses, and the rent and any other payment required to be made by the Lessee pursuant to this Lease as it becomes due hereunder. If Lessor relets the Property and the Buildings, then any rent or other concessions given to the new lessee shall be prorated evenly throughout the entire term of the new lease; or (b) The Lender Lessor may proceed maintain Lessee's right to foreclose through possession, in which case this Lease shall continue in effect whether or not Lessee shall have abandoned the courts on or otherwise sellProperty and the Buildings. In such event, trade-inLessor shall be entitled to enforce all of Lessor's rights and remedies under this Lease including the right to recover the rent as it becomes due hereunder and any other payments required to be made by the Lessee pursuant to this Lease as it becomes due hereunder. With respect to any remedy exercised by Lessor, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals Lessor shall have an affirmative obligation to obtain another Lessee for the then current Fiscal Year Property and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take whatever action Buildings at law or in equity may appear necessary or desirable to enforce its rights in a fair market rental and to the Leased Property under this Financing Leaseotherwise mitigate its damages.

Remedies on Default. Whenever any Event (a) Upon the occurrence and continuance of Default referred to an event of default specified in Section 13.01 of this Financing Lease shall have happened and be continuing9.1 above, the Lender shall notify Lessor shall, only at the Escrow Agent, if appropriate, and, without any further demand or notice, take one or any combination direction of the following remedial stepsCertificateholder, proceed to: (ai) The Lender may terminate Protect and enforce this Lease by such judicial proceedings as the Lessor or its assignee shall deem most effectual, either by suit in equity or by action at law, whether for the specific performance of any covenant or agreement contained in this Lease, or in aid of the exercise of any power granted in this Lease, or to enforce any other legal or equitable right vested in the Lessor or its assignee by this Lease Term and give notice to the Town to vacate and surrender or by law; (ii) Take possession of the Leased Property within ten Business Days and exclude the Lessee from using it until the default is cured, holding the Lessee liable for the Lease Payments and other amounts payable by the Lessee prior to such taking of such notice. (b) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess under and pursuant to this Lease and curing of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02.such default; or (ciii) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take Take whatever action actions at law or in equity may appear necessary or desirable to enforce its rights as the owner of the Leased Property, including termination of this Lease and the repossession, re-letting (with an approving opinion of Special Counsel) or sale (with an approving opinion of Special Counsel) of the Leased Property. Any abatement of Lease Payments due to damage or destruction of any Leased Property will not constitute an event of default hereunder. Notwithstanding anything herein or in the Trust Agreement to the contrary, there shall be no right under any circumstances to accelerate the Lease Payments or otherwise declare any Lease Payments not then in default to be immediately due and to payable. After the occurrence of an event of default hereunder, the Lessee will surrender possession of the Leased Property under this Financing Leaseto the Lessor, if requested to do so by the Lessor, the Trustee or the Certificateholder in accordance with the provisions of the Trust Agreement.

Remedies on Default. Whenever (a) In the event of any Event of Default referred to as defined in Section 13.01 of this Financing Lease 36 above (provided same is an uncured default in cases where there exists a grace period and cure right), or if Tenant shall have happened and be continuingvacated by summary proceedings or otherwise, the Lender shall notify Landlord, in addition to other remedies herein contained, or as may be permitted by law, may re-enter the Escrow AgentLeased Premises and the same have and again possess and enjoy; and as agent for the Tenant or otherwise, re-let the Leased Premises and receive the rents therefor and apply the same, first, to the payment of such expenses, reasonable attorneys’ fees and costs as the Landlord may have incurred in re-entering and repossessing the Leased Premises and in making such repairs and alterations as may be necessary; and, second, to the payment for such rent as may be in arrears and also the rent as may accrue subsequent to the re-entry by the Landlord, to the extent of the difference between the rent reserved hereunder and the rent, if appropriateany, and, without any further demand or notice, take one or any combination received by the Landlord during the remainder of the following remedial steps: (a) The Lender may terminate unexpired term hereof, after deducting the Lease Term aforementioned expenses, fees and give notice costs; the same to the Town to vacate be paid as such deficiencies arise and surrender possession of the Leased Property within ten Business Days of such noticeare ascertained each month. (b) The Lender may proceed Additionally, upon the occurrence of an Event of Default (which shall include Tenant’s failure to foreclose through cure the courts default within any applicable grace periods set forth in Section 36 above), Landlord shall have the right but not the obligation, upon giving ten (10) days’ notice in writing to Tenant, to declare this Lease and the term hereof terminated on or otherwise sell, trade-in, repossess or liquidate the Town’s interest date fixed in such notice as if such date were the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation originally fixed expiration date of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) term of this Section 13.02. Lease (but Tenant shall retain liability as set forth in subsection (c) The Lender may lease or sublease below), and Landlord shall then have the right to re-enter the Leased Property or any portion thereof or sell any interest the Lender has in Premises and remove all persons, goods, fixtures, and chattels from the Leased Property. (d) The Lender may recover from the TownPremises without liability for damages in accordance with all laws. In case of any such default, re-entry, expiration, termination and/or dispossession by summary proceedings or otherwise: (i) the portion rent shall continue to accrue as if Tenant were in continuing possession of Base Rentals the Leased Premises, and Additional Rentals the following shall become due and payable: such expenses as Landlord may incur for legal expenses, attorneys’ fees, brokerage and/or putting the Leased Premises in good order, or for preparing the same for re-letting; (ii) the Landlord may re-let the Leased Premises or any part or parts thereof, either in the name of the Landlord or otherwise, for a term or terms which may, at Landlord’s option, be less than or exceed the period which would otherwise have been payable hereunderconstituted the balance of the initial term, during any period in which the Town continues to occupy, use and may grant concessions or possess the Leased Propertyfree rent on market terms and conditions; and (iiiii) Base Rentals Tenant shall also pay Landlord, as damages, the deficiency between the rent hereby reserved and/or covenanted to be paid and Additional Rentals the rent amount, if any, of the rents collected on account of the lease or leases of the Leased Premises for each month of the period which would otherwise have constituted the balance of the initial term. When computing the amounts which shall be due from Tenant, there shall be added to such deficiency the expenses which Landlord may incur in connection with re- letting, such as but not limited to legal expenses, attorneys’ fees, brokerage fees, and costs of keeping the Leased Premises in good order or for preparing the same for re-letting. Any such amounts due from Tenant shall be paid in monthly installments by Tenant on the rent day specified in this Lease, and any suit brought to collect the amount of the deficiency for any month shall not prejudice in any way the rights of Landlord to collect the deficiency for any subsequent month by a similar proceeding. The termination of this Lease by Landlord in connection with default by Tenant hereunder shall not be construed as or constitute a release of Tenant’s liability for all terms, covenants and conditions on Tenant’s part to be complied with for what would have constituted the entire term of this Lease including, as the case may be, the then extension term or any extension term for which an option has been payable exercised, subject to mitigation as aforesaid. (c) In the event of a breach or threatened breach by Tenant of any of the Town hereunder during covenants or provisions of this Lease, Landlord shall have the remainderright of injunction and the right to invoke any remedy allowed at law or in equity as if reentry, summary proceedings and other remedies were not herein provided for. Mention in this Lease of any particular remedy shall not preclude Landlord from any other remedy in law or in equity. (d) No receipt of rent by Landlord from Tenant after the Town vacates and surrenders valid termination of this Lease shall reinstate, continue or extend the term of this Lease. No receipt of rent after the commencement of suit, or after final judgment for possession of the Leased PropertyPremises shall reinstate, continue or extend the term, or affect the suit of said judgment. No receipt of rent by Landlord shall be deemed received other than on account of the Fiscal Year total rent due, and may be applied by Landlord against rents due in which such Event of Default occursmanner as Landlord may determine, without the receipt thereof constituting an accord or satisfaction. (e) The Lender may take whatever action Any equipment, fixtures, goods or other property of Tenant, not removed by Tenant upon the termination of this Lease, or upon Tenant’s abandonment of the Leased Premises, or upon Tenant’s eviction from the Leased Premises, shall be considered as abandoned and Landlord shall have the right, without any notice to Tenant, to sell or otherwise dispose of the same, at the expense of Tenant, and shall not be accountable to Tenant for any part of the proceeds of such sale, if any. (f) No remedy or election given by any provision in this Lease shall be deemed exclusive unless so indicated, but each shall, whenever possible, be cumulative with all other remedies in law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Leaseunless otherwise specifically provided.

Remedies on Default. Whenever In the event of any Event of Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuingdefault or breach by Tenant, the Lender shall notify the Escrow AgentLandlord may at any time thereafter, if appropriate, and, with or without any further demand notice or notice, take one or any combination of the following remedial stepsdemand: (a) The Lender may terminate a. Terminate Tenant's right to possession under the Lease Term lease and give notice to the Town to vacate reenter and surrender retake possession of the Leased Property within ten Business Days Premises and relet or attempt to relet the Premises on behalf of Tenant at such noticerent and under such terms and conditions as Landlord may deem best under the circumstances for the purpose of reducing Tenant's liability. Landlord shall not be deemed to have thereby accepted a surrender of the Premises, and Tenant shall remain liable for all Rents and Charges due under this Lease and for all damages suffered by Landlord because of Tenant's breach of any of the covenants of the Lease. (b) The Lender may proceed b. Declare this Lease to foreclose through the courts on or otherwise sellbe terminated, trade-inended and null and void, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year reenter upon and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders take possession of the Leased PropertyPremises whereupon all right, title and interest of the Fiscal Year Tenant in which such Event of Default occursthe Premises shall end. (e) The Lender may c. Accelerate and declare the entire remaining unpaid Base Rent and Additional Rent for the balance of this Lease to be immediately due and payable forthwith, and may, at once, take whatever legal action at law to recover and collect the same. All rights and remedies of Landlord herein enumerated shall be cumulative and nothing herein contained shall exclude any other right or in equity may appear necessary remedy allowed by law. No reentry or desirable retaking possession of the Premises by Landlord shall be construed as an election on its part to terminate this Lease, unless a written notice of such intention be given to Tenant. Nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any Rents and Charges due to Landlord hereunder or any damages accruing to Landlord by reason of the violations of any of the terms, provisions and covenants herein contained. Landlord's acceptance of rent or Additional Rent following any event of default hereunder shall not be construed as Landlord's waiver of such event of default. Forbearance by landlord to enforce its rights in one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of any other violation or default. Legal options to recover for loss or damage that Landlord may suffer by reason of termination of this Lease or the deficiency from any reletting as provided for above shall include the expense of repossession and to the Leased Property under this Financing Leaseany repairs or remodeling undertaken by Landlord following repossession.

Remedies on Default. Whenever any Event In some instances, federal and state law will require Lender to provide Grantor with notice of Default referred the right to in Section 13.01 of this Financing Lease shall have happened cure, or other notices and be continuing, the Lender shall notify the Escrow Agentmay establish time schedules for foreclosure actions. Subject to these limitations, if appropriateany, and, without any further demand or notice, take one or any combination of the following remedial steps: (a) The Lender may terminate accelerate the Lease Term Secured Debt and give notice to foreclose this Security Instrument in a manner provided by law if Grantor is in default. At the Town to vacate and surrender possession option of the Leased Property within ten Business Days of such notice. (b) The Lender may proceed to foreclose through the courts on or otherwise sellLender, trade-in, repossess or liquidate the Town’s interest in the Leased Property, all or any part thereof of the agreed fees and charges, accrued interest and principal shall become immediately due and payable, after giving notice if required by law, upon the occurrence of a default or anytime thereafter. In addition, Lender shall be entitled to all the remedies provided by law, the ▇▇▇▇▇ of the Secured Debt, this Security Instrument and any related documents, including without limitation, the power to sell the property. In the event of default, it shall be the duty of the Trustee, at the request of Lender (which request is hereby conclusively presumed), to invoke power of sale as required by Section 51.002 of the Texas Property Code, as then amended. Trustee shall advertise and sell the Property as a whole or in separate parcels at public auction to the highest bidder for cash and convey indefeasible title to the Property with covenants of general warranty. Trustee shall give notice of sale including the time, terms and place of sale and a description of the Property to be sold as required by the applicable law in effect at the time of the proposed sale. Upon sale of the Property and to the extent not prohibited by law, Trustee shall make and deliver a deed to the Property sold which conveys absolute title to the purchaser, and after first paying all fees, charges and costs, shall pay to Lender all monies advanced for repairs, taxes, insurance, liens, assessments and prior encumbrances and interest thereon, and the principal and interest on the Secured Debt, paying the surplus, if any, to Grantor. Lender may purchase the Property. The recitals in any lawful manner; provideddeed of conveyance shall be prima facie evidence of the facts set forth therein. All remedies are distinct, howevercumulative and not exclusive, that and the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues is entitled to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take whatever action all remedies provided at law or equity, whether or not expressly set forth. The acceptance by Lender of any sum in equity may appear necessary payment or desirable partial payment on the Secured Debt after the balance is due or is accelerated or after foreclosure proceedings are filed shall not constitute a waiver of Lender's rights to enforce its rights in require full and complete cure of any existing default. By not exercising any remedy on Grantor's default, Lender does not waive Lender's right to later consider the Leased Property under this Financing Leaseevent a ▇▇▇▇▇lt if it continu▇▇ ▇▇ happens again.

Remedies on Default. Whenever Upon the occurrence of any Event of Default referred to in Section 13.01 of this Financing Lease shall have happened Default, Lender may, at its sole election, upon demand and upon only such notice as may be continuing, the Lender shall notify the Escrow Agent, if appropriate, and, without any further demand or notice, take one or any combination of the following remedial stepsrequired by law: (a) The Lender may terminate the Lease Term and give notice to the Town to vacate and surrender possession Declare any or all of the Leased Property within ten Business Days of such noticeBorrower's indebtedness owing to Lender, whether under this Agreement or under any other document, instrument or agreement, immediately due and payable, whether or not otherwise due and payable. (b) The Lender may proceed to foreclose through the courts on Cease making Advances or otherwise sell, trade-in, repossess extending credit to or liquidate for the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation account of the Town’s interest in Borrower under this Agreement or under any other agreement now existing or hereafter entered into between the Leased Property in excess of Base Rentals Borrower and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02Lender. (c) The Terminate this Agreement as to any future obligation of Lender may lease without affecting the Borrower's obligations to Lender or sublease the Leased Property Lender's rights and remedies under this Agreement or under any portion thereof other document, instrument or sell any interest the Lender has in the Leased Propertyagreement. (d) The Lender may recover from Require the Town: (i) the portion of Base Rentals Borrower to segregate all collections and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession proceeds of the Leased PropertyCollateral so that they are capable of identification and to deliver such collections and proceeds to Lender, of the Fiscal Year in which kind, without commingling, at such Event of Default occurstimes and in such manner as required by Lender. (e) The Require the Borrower to periodically deliver to Lender records and schedules showing the status, condition and location of the Collateral and such contracts or other matters which affect the Collateral. In connection herewith, Lender may conduct such audits or other examination of such records, including, but not limited to, verification of balances owing by any account debtor of the Borrower, as Lender, in its sole and absolute discretion, deems necessary. (f) Notify any or all of the Borrower's Account Debtors, or any buyers or transferees of the Collateral or other persons of Lender's interest in the Collateral and the proceeds thereof and instruct such person(s) to thereafter make any payment due the Borrower directly to Lender. (g) The Borrower hereby irrevocably and unconditionally appoints Lender as its attorney-in-fact to: (i) endorse the Borrower's name on any notes, acceptances, checks, drafts, money orders or other evidence of payment that may come into Lender's possession; (ii) sign the Borrower's name on any invoice or b▇▇▇ of lading relating to any of the Collateral; (iii) notify post office authorities to change the address for delivery of mail addressed to the Borrower to such address as Lender may designate and take whatever action at law possession of and open mail addressed to the Borrower and remove therefrom, proceeds of and payments on the Collateral; and (iv) demand, receive and endorse payment and give receipts, releases and satisfactions for and s▇▇ for all money payable to the Borrower. All of the preceding may be done either in the name of Lender or in equity may appear the name of the Borrower with the same force and effect as the Borrower could have done had this Agreement not been entered into. (h) Make such payments and do such acts as Lender, in its sole judgment, considers necessary and reasonable to protect its security interest or lien in the Collateral. The Borrower hereby irrevocably authorizes Lender to pay, purchase, contest or compromise any encumbrance, lien or claim which Lender, in its sole judgment, deems to be prior or superior to its security interest. Further, the Borrower hereby agrees to pay to Lender, upon demand therefor, all expenses and expenditures (including reasonable attorneys' fees) incurred in connection with the foregoing. (i) Enforce any security interest or lien given or provided for under this Agreement or under any security agreement, mortgage, deed of trust or other document relating to the Collateral, in such manner and such order, as to all or any part of the Collateral, as Lender, in its sole judgment, deems to be necessary or desirable to enforce its rights in appropriate and the Borrower hereby waives any and all rights, obligations or defenses now or hereafter established by law relating to the Leased Property under this Financing Leaseforegoing. In the enforcement of its security interest or lien, Lender authorized to enter upon the premises where any Collateral is located and take possession of the Collateral or any part thereof, together with the Borrower's records pertaining thereto, or Lender may require the Borrower to assemble the Collateral and records pertaining thereto and make such Collateral and records available to Lender at a place designated by Lender. Lender may sell the Collateral or any portions thereof, together with all additions, accessions and accessories thereto, giving only such notices and following only such procedures as are required by law, at either a public or private sale, or both, with or without having the Collateral present at the time of sale, which sale shall be on such terms and conditions and conducted in such manner as Lender determines in its sole judgment to be commercially reasonable. Any deficiency which exists after the disposition or liquidation of the Collateral shall be a continuing liability of any obligor on or any guarantor of the Obligations and shall be immediately paid to Lender. (j) All amounts received by Lender as proceeds from the disposition or liquidation of the Collateral shall be applied to the Borrower's indebtedness to Lender as follows: first, to the costs and expenses of collection, enforcement, protection and preservation of Lender's lien in the Collateral, including court costs and reasonable attorneys' fees, whether or not suit is commenced by Lender; next, to those costs and expenses incurred by Lender in protecting, preserving, enforcing, collecting, selling or disposing of the Collateral; next, to the payment of accrued and unpaid interest on all of the Obligations; next, to the payment of the outstanding principal balance of the Obligations; and last, to the payment of any other indebtedness owed by the Borrower to Lender. Any excess Collateral or excess proceeds existing after the disposition or liquidation of the Collateral will be returned or paid by Lender to the Borrower. (k) Exercise one or more of Lender's rights set forth herein or seek such other rights or pursue such other remedies as may be provided by law, in equity or in any other agreement now existing or hereafter entered into between the Borrower and Lender, or otherwise.

Remedies on Default. Whenever any Event of Default referred exists with respect to in Section 13.01 of this Financing Lease a Property Schedule, Seller shall have happened and be continuingthe right, the Lender shall notify the Escrow Agent, if appropriate, and, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) The Lender may terminate To the Lease Term extent allowed by Washington law, without terminating the Property Schedule, and give by written notice to Purchaser, Seller may declare all Installment Payments and other amounts payable by Purchaser thereunder to the Town to vacate and surrender possession end of the Leased then-current budget year of Purchaser to be due, including without limitation delinquent Installment Payments under the Property within ten Business Days Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of such notice.12% per annum or the maximum rate permitted by applicable law, whichever is less; (b) The Lender To the extent allowed by Washington law, Seller may proceed terminate the Property Schedule, and by written notice to foreclose through Purchaser, Seller may accelerate the courts principal component of all outstanding Installment Payments, in which case Purchaser shall pay to Seller a sum sufficient to defease the Property Schedule under Section 6.05, together with interest on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover such sum from the Town any deficiency which may exist following date of acceleration until so paid at the liquidation rate of 12% per annum or the Town’s interest in maximum rate permitted by applicable law, whichever is less, and to pay all other sums due under the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02.Schedule; (c) The Lender Seller may lease 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 sublease require Purchaser, at Purchaser's expense, to promptly return any or all of the Leased Property or any portion thereof or sell any interest to the Lender has possession of Seller at such place within the United States as Seller shall specify, and Seller may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the Leased State, continuing to hold Purchaser liable for any deficiency and all costs and expenses incurred by Seller in exercising its remedies hereunder, including, without limitation, all costs and expenses of taking possession, removing, storing and reconditioning the Property., and including, without limitation, all brokerage and attorneys fees; (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during By written notice to any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession escrow agent who is holding proceeds of the Leased PropertyProperty Schedule, Seller may instruct such escrow agent to release all such proceeds and any earnings thereon to Seller, such sums to be credited to payment of Purchaser's obligations under the Fiscal Year in which such Event of Default occurs.Property Schedule; (e) The Lender Seller may take whatever action any action, at law or in equity equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights in under the Property Schedule and to the Leased Property under this Financing LeaseAgreement.

Remedies on Default. Whenever On default, subject to the limited cure period provided above, the Landlord may exercise any Event of Default referred right or remedy given to in Section 13.01 it by law or by the terms of this Financing Lease which remedies include, for example, termination of this Lease, dispossession of the Tenant and repossession of the Premises. Landlord may re-enter the Premises by force, summary proceedings or otherwise, and remove all persons therefrom without being liable to prosecutions therefor, and Tenant hereby expressly waives the service of any notice in writing of intention to re-enter. Landlord may at its option re-let any or all of the Premises for any or all of the period which would, but for such default, have constituted the remainder of the term of this Lease, or for a period exceeding such remainder, on commercially reasonable terms and conditions, and collect and receive rents therefor without discharging Tenant from any liability, applying any monies collected, first to the expense of resuming or obtaining possession, including reasonable legal expenses, second to restoring the Premises to a rentable condition, and then to the payment of the rent and all other charges due and to become due to the Landlord, any surplus to be paid to the Tenant, who shall have happened remain liable for any deficiency. To the extent permitted by law, any remedy exercised by Landlord on default shall not be deemed to be an election of remedies or to constitute a waiver of any other remedy, and all remedies available to Landlord are hereby declared to be continuing, cumulative. If the Lender shall notify the Escrow AgentLandlord incurs any expense or cost in pursuing any remedy, if appropriateLandlord prevails in any portion of its requested relief, andTenant shall then be fees, without any further demand or notice, take one or any combination which arise out of the following remedial steps: (a) The Lender may terminate the Lease Term and give notice to the Town to vacate and surrender possession of the Leased Property within ten Business Days of such noticeentire proceeding. (b) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Lease.

Remedies on Default. Whenever If any Event of the Events of Default referred to in Section 13.01 of this Financing Lease hereinabove specified shall occur, Landlord, at any time thereafter, shall have happened and be continuing, the Lender shall notify the Escrow Agent, if appropriate, and, without may exercise any further demand or notice, take one or any combination of the following remedial stepsrights and remedies: (a) The Lender may Landlord may, pursuant to written notice thereof to Tenant, immediately terminate the Lease Term this Agreement and, peaceably or pursuant to appropriate legal proceedings, re-enter, retake and give notice to the Town to vacate and surrender resume possession of the Leased Property within ten Business Days for Landlord's own account without liability for trespass (Tenant hereby waiving any right to notice or hearing prior to such taking of possession by Landlord) and, for Tenant's breach of and default under this Agreement, recover immediately from Tenant any and all sums and damages due or in existence at the time of such notice. termination, including, without limitation, (bi) The Lender all Rent and other sums, charges, payments, costs and expenses agreed and/or required to be paid by Tenant to Landlord hereunder prior to such termination, (ii) all costs and expenses of Landlord in connection with the recovery of possession of the Leased Property, including reasonable attorney's fees based upon services rendered at hourly rates and court costs, and (iii) all costs and expenses of Landlord in connection with any reletting or attempted reletting of the Leased Property or any part or parts thereof, including, without limitation, brokerage fees, advertising costs, reasonable attorney's fees based upon services rendered at hourly rates based upon service rendered at hourly rates and the cost of any alterations or repairs or tenant improvements which may proceed be reasonably required to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in so relet the Leased Property, or any part thereof in or parts thereof. (b) Landlord may, pursuant to any lawful manner; providedprior notice required by law, howeverand without terminating this Agreement, that the Lender may not recover from the Town any deficiency which may exist following the liquidation peaceably or pursuant to appropriate legal proceedings, re-enter, retake and resume possession of the Town’s interest in the Leased Property for the account of Tenant, make such alterations of and repairs and improvements to the Leased Property as may be reasonably necessary in excess order to relet the same or any part or parts thereof and, directly or through a qualified management or operating company which may include an Affiliated Person of Base Rentals Landlord, operate and manage the Leased Property, and relet or attempt to relet the Leased Property or any part or parts thereof for such term or terms (which may be for a term or terms extending beyond the Term of this Agreement), at such rents and upon such other terms and provisions as Landlord, in its sole discretion, may deem advisable. If Landlord takes possession and control of the Leased Property and operates the same, Tenant shall, for so long as Landlord is actively operating the Leased Property, have no obligation to operate the Leased Property but agrees that Landlord, any contract manager or operator, or any new tenant or sublessee may, to the extent permitted by law, operate the Facility under Tenant's Permits, including its Medicaid and Medicare provider agreements, if any, until same are issued in the name of the Landlord or the new manager/operator or tenant or sublessee, as applicable. If Landlord relets or attempts to relet the Leased Property, or obtains a contract manager or operator for the Leased Property, Landlord shall at its sole discretion determine the terms and provisions of any new lease or sublease, or management or operating agreement, and whether or not a particular proposed manager or operator, or new tenant or sublessee, is acceptable to Landlord. Upon any such reletting, or the operation of the Leased Property by a contract manager or operator, all rents or incomes received by the Landlord from such reletting or otherwise from the operation of the Leased Property shall be applied, (i) first, to the payment of all costs and expenses of recovering possession of the Leased Property, (ii) second, to the payment of any costs and expenses of such reletting and or operation, including brokerage fees, advertising costs, reasonable attorney's fees based upon service rendered at hourly rates, a management fee of between five percent (5%) and ten percent (10%) of the gross revenues generated, and the cost of any alterations and repairs reasonably required for such reletting or operation of the Leased Property; (iii) third, to the payment of any indebtedness, other than Rent, due hereunder from Tenant to the Landlord, (iv) fourth, to the payment of all Rent and other sums due and unpaid hereunder, and (v) fifth, the residue, if any, shall be held by the Landlord and applied in payment of future Rent as the same may become due and payable hereunder. If the rents received from such reletting or net income from the operation of the Leased Property during any period shall be less than the Rents and Additional Rentals Charges required to be paid during that period by the Tenant hereunder, Tenant shall promptly pay any such deficiency to the Landlord and failing the prompt payment thereof by Tenant to Landlord, Landlord shall immediately be entitled to institute legal proceedings for the then current Fiscal Year recovery and in excess collection of amounts payable the same. Such deficiency shall be calculated and paid at the time each payment of Minimum Rent, Percentage Rent or any other sum shall otherwise become due under subparagraph (d) this Agreement, or, at the option of Landlord, at the end of the Term of this Section 13.02Agreement. Landlord shall, in addition, be immediately entitled to sue for and otherwise rec▇▇▇r from Tenant any other damages occasioned by or resulting from any abandonment of the Leased Property or other breach of or default under this Agreement other than a default in the payment of Rent. No such re-entry, retaking or resumption of possession of the Leased Property by the Landlord for the account of Tenant shall be construed as an election on the part of Landlord to terminate this Agreement unless a written notice of such intention shall be given to the Tenant or unless the termination of this Agreement be decreed by a court of competent jurisdiction. Notwithstanding any such re-entry and reletting or attempted reletting of the Leased Property or any part or parts thereof for the account of Tenant without termination, Landlord may at any time thereafter, upon written notice to Tenant, elect to terminate this Agreement or pursue any other remedy available to Landlord for Tenant's previous breach of or default under this Agreement. (c) The Lender Landlord may, without re-entering, retaking or resuming possession of the Leased Property, sue for all Rent and all other sum▇, charges, payments, costs and expenses due from Tenant to Landlord hereunder (discounted to present value) either: (i) as they become due under this Agreement, taking into account that Tenant's right and option to pay the Rent hereunder on a monthly basis in any particular Fiscal Year is conditioned upon the absence of a Default on Tenant's part in the performance of its obligations under this Agreement, or (ii) at Landlord's option, accelerate the maturity and due date of the whole or any part of the Rent for the entire then-remaining unexpired balance of the Term of this Agreement, as well as all other sums, charges, payments, costs and expenses required to be paid by Tenant to Landlord hereunder, including, without limitation, damages for breach or default of Tenant's obligations hereunder in existence at the time of such acceleration, such that all sums due and payable under this Agreement shall, following such acceleration, be treated as being and, in fact, be due and payable in advance as of the date of such acceleration. Landlord may lease then proceed to recover and collect all such unpaid Rent and other sums so sued for from Tenant by distress, levy, execution or sublease otherwise. Regardless of which of the foregoing alternative remedies is chosen by Landlord under this subparagraph (c), Landlord shall not be required to relet the Leased Property nor exercise any other right granted to Landlord pursuant to this Agreement, nor, except as may be required by Applicable Laws, shall Landlord be under any obligation to minimize or mitigate Landlord's damages or Tenant's loss as a result of Tenant's breach of or default under this Agreement. Notwithstanding the foregoing, following such time as Landlord may obtain possession of the Leased Property, Landlord or its successor Landlord at the time of any Lease termination, shall continue to make the Leased Property available for lease, on an "as is" basis, and shall turn over the net proceeds thereof to Tenant to the extent actually received by Landlord in respect of any time period for which Landlord shall have received the full amount of Rent payable with respect thereto (albeit perhaps on a basis reasonably discounted for the time value of money or present-value basis). (d) Landlord may, in addition to any other remedies provided herein, enter upon the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: and take possession of (i) the portion any and all of Base Rentals and Additional Rentals which would otherwise have been payable hereunderTenant's Personal Property, during any period in which the Town continues to occupyif any, use or possess the Leased Property; and (ii) Base Rentals Tenant's books and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of records necessary to operate the Leased Property, and (iii) all the bank accounts concerning, or established for, the Leased Property, without liability for trespass or conversion (Tenant hereby waiving any right to notice or hearing prior to such taking of possession by Landlord) and sell the same by public or private sale, after giving Tenant reasonable notice of the Fiscal Year time and place of any public or private sale, at which sale Landlord or its assigns may purchase all or any portion of Tenant's Personal Property, if any, unless otherwise prevented by law. Unless otherwise provided by law and without intending to exclude any other manner of giving Tenant reasonable notice, the requirement of reasonable notice shall be met if such notice is given at least ten (10) days before the date of sale. The proceeds from any such disposition, less all expenses incurred in connection with the taking of possession, holding and selling of such Property (including reasonable attorneys' fees based upon services rendered at hourly rates) shall be credited against Rent which such Event of Default occursis due hereunder. (e) Tenant acknowledges that one of the rights and remedies available to Landlord under applicable law is to apply to a court of competent jurisdiction for the appointment of a receiver to collect the rents, issues, profits and income of the Leased Property and to manage the operation of the Leased Property. Tenant hereby further acknowledges that the revocation, suspension or material limitation of the certification of the Leased Property for provider status under Medicare or Medicaid (or successor programs) and/or the revocation, suspension or material limitation of the license of the Leased Property as an assisted living and dementia care facility under the laws of the State will materially and irreparably impair the value of Landlord's investment in the Leased Property. Therefore, in any of such events, and in addition to any other right or remedy of Landlord under this Agreement, Landlord may petition any appropriate court for appointment of a receiver to manage the operation of the Leased Property (or any portion thereof as to which Tenant has suffered the revocation, suspension or material limitation of any license), to collect and disburse all rents, issues, profits and income generated thereby and to preserve or replace to the extent possible the operating license and provider certification of the Leased Property or to otherwise substitute the licensee or provider thereof. The Lender receiver shall be entitled to a reasonable fee for his services as receiver. All such fees and other expenses of the receivership estate shall be payable as Additional Charges under this Agreement. Tenant hereby irrevocably stipulates to the appointment of a receiver under such circumstances and for such purposes and agrees not to contest such appointment. (f) In addition to the remedies hereinabove specified and enumerated, Landlord shall have and may take whatever action exercise the right to invoke any other remedies allowed at law or in equity as if the remedies of re-entry, unlawful detainer proceedings and other remedies were not herein provided. Accordingly, the mention in this Agreement of any particular remedy shall not preclude Landlord from having or exercising any other remedy at law or in equity. Nothing herein contained shall be construed as precluding the Landlord from having or exercising such lawful remedies as may appear be and become necessary in order to preserve the Landlord's right or desirable to enforce its rights the interest of the Landlord in and to the Leased Property and in this Agreement, even before the expiration of any notice periods provided for in this Agreement, if under the particular circumstances then existing the allowance of such notice periods will prejudice or will endanger the rights and estate of the Landlord in this Financing LeaseAgreement and in the Leased Property. In addition, any provision of this Agreement to the contrary notwithstanding, no provision of this Agreement shall delay or otherwise limit Landlord's right to seek injunctive relief or Tenant's obligation to comply with any such injunctive relief.

Remedies on Default. Whenever any Event If a Security Agreement Default occurs, all of Default referred to in Section 13.01 of this Financing Lease the Obligations shall be immediately due and payable, without notice and Lender shall have happened all the rights and be continuingremedies of a secured party under the Uniform Commercial Code. Without limitation thereto, the Lender shall notify have the Escrow Agent, if appropriate, andfollowing rights and remedies: (i) to take immediate possession of Collateral, without notice or resort to legal process, and for such purpose, to enter upon any further demand or notice, take one or any combination of the following remedial steps: (a) The Lender may terminate the Lease Term and give notice to the Town to vacate and surrender possession of the Leased Property within ten Business Days of such notice. (b) The Lender may proceed to foreclose through the courts premises on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, which Collateral or any part thereof may be situated and to remove the same therefrom, or, at its option, to render Collateral unusable or dispose of said Collateral on Debtor's premises; (ii) to require Debtor to assemble the Collateral and make it available to Lender at a place to be designated by Lender; (iii) to exercise its right of set-off or bank lien as to any monies of Debtor deposited in accounts of any nature maintained by Debtor with Lender or affiliates of Lender, without advance notice, regardless of whether such accounts are general or special; (iv) to dispose of Collateral, as a unit or in parcels, separately or with any real property interests also securing the Obligations, in any lawful manner; providedcounty or place to be selected by Lender, howeverat either private or public sale (at which public sale Lender may be the purchaser) with or without having the Collateral physically present at said sale. Any notice of sale, disposition or other action by Lender required by law and sent to Debtor at Debtor's address shown above, or at such other address of Debtor as may from time to time be shown on the records of Lender, at least five (5) days prior to such action, shall constitute reasonable notice to Debtor. Lender shall be entitled to apply the proceeds of any sale or other disposition of the Collateral, and the payments received by Lender with respect to any of the Collateral, to Obligations in such order and manner as Lender may determine. Collateral that is subject to rapid declines in value and is customarily sold in recognized markets may be disposed of by Lender in a recognized market for such collateral without providing notice of sale. Debtor waives any and all requirements that the Lender may not recover from the Town sell or dispose of all or any deficiency which may exist following the liquidation part of the Town’s interest in the Leased Property in excess Collateral at any particular time, regardless of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02whether Debtor has requested such sale or disposition. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Lease.

Remedies on Default. Whenever In the event of a default, Landlord may, at Landlord’s option, exercise any Event one or more of Default referred the rights and remedies available to a landlord in Section 13.01 the state of Oregon to redress such default, consecutively or concurrently, including the following: 18.1 Landlord may elect to terminate Tenant’s right to possession of the Premises or any portion thereof by written notice to Tenant. Following such notice, Landlord may re-enter, take possession of the Premises and remove any persons by legal action or by self-help with the use of reasonable force and without liability for damages. 18.2 Following re-entry by Landlord, Landlord may relet the Premises for a term longer or shorter than the Term and upon any reasonable terms, including the granting of rent concessions to the new tenant. Landlord may alter; refurbish or otherwise changes the character or use of the Premises in connection with such reletting. Landlord shall not be required to relet for any use or purpose, which Landlord may reasonably consider injurious to its property or to any tenant, which Landlord may reasonably consider objectionable. No such reletting by Landlord following a default by Tenant shall be construed as an acceptance of the surrender of the Premises. If rent received upon such reletting exceeds the Rent owed under this Financing Lease Lease, Tenant shall have happened and be continuing, no claim to the Lender excess. 18.3 Following re-entry Landlord shall notify have the Escrow Agent, if appropriate, and, without any further demand or notice, take one or any combination of right to recover from Tenant the following remedial steps:damages; (a) The Lender may terminate All unpaid rent or other charges for the Lease Term and give notice period prior to re-entry, plus interest at a rate equal to the Town to vacate and surrender possession of the Leased Property within ten Business Days of such notice. lesser of: (bi) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property five percentage points in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease discount rate, including any surcharge on the Leased Property or any portion thereof or sell any interest discount rate, on 90-day commercial paper declared by the Lender has Federal Reserve Bank in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period Federal Reserve district in which Bend, Oregon is located on the Town continues to occupy, use date the charge was due (the “Interest Rate”); or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable the maximum rate allowed by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurslaw. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Lease.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease exists, Lessor shall have happened and be continuingthe right, the Lender shall notify the Escrow Agent, if appropriate, and, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) The Lender may terminate the Lease Term and give By written notice to ▇▇▇▇▇▇, Lessor may declare all Rental Payments payable by ▇▇▇▇▇▇ and other amounts payable by Lessee hereunder to the Town to vacate and surrender possession end of the Leased Property within ten Business Days of such notice.then current Original Term or Renewal Term to be immediately due and payable; (b) The Lender With or without terminating the Lease Term, but subject to the Light Pole License Agreement, Lessor may proceed enter the premises where the Equipment is located and retake possession of such Equipment or require Lessee at Lessee’s expense to foreclose through promptly return any or all of such Equipment to the courts on possession of Lessor at such place within the State of California as Lessor shall specify, and sell or otherwise selllease such Equipment or, trade-infor the account of Lessee, repossess 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 liquidate Renewal Term, as the Towncase may be, and (ii) the net proceeds of any such sale, leasing or subleasing (after deducting all expenses of Lessor in exercising its remedies hereunder, including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing such Equipment, any costs related to removal of equipment owned by Southern California Edison or other equipment, and all brokerage, auctioneer’s interest in the Leased Propertyand attorney’s fees), or any part thereof in any lawful manner; providedsubject, however, to the provisions of Section 3.03 and provided, that to the Lender may not recover from extent that such net proceeds (after payment of costs) exceed the Town any deficiency which may exist following the liquidation sum of the Town’s interest in remaining Rental Payments and any other amounts due to Lessor hereunder, Lessor shall promptly pay the Leased Property in amount of such excess to Lessee. The exercise of Base Rentals and Additional Rentals for any such remedies respecting any such Event of Default shall not relieve Lessee of any other liabilities hereunder or with respect to the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02.Equipment; (c) The Lender Lessor may lease or sublease terminate the Leased Property or Escrow Agreement and apply any portion thereof or sell any interest the Lender has proceeds in the Leased Property.Escrow Account to the Rental Payments scheduled to be paid hereunder; and/or (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender Lessor may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing LeaseAgreement or the Escrow Agreement or as a secured party in any or all of the Equipment or the Escrow Account.

Remedies on Default. Whenever any Upon the happening of an Event of Default referred the Landlord may, at its option, and in addition to in Section 13.01 and without prejudice to all rights and remedies of the Landlord available to it either by any other provision of this Financing Lease shall have happened and be continuingor by statute or the general law, the Lender shall notify the Escrow Agent, if appropriate, and, without exercise any further demand or notice, take one or any combination more of the following remedial stepsremedies: (a) The Lender may terminate the Lease Term and give notice be entitled to the Town to vacate and surrender possession full amount of the Leased Property within ten Business Days current month's and the next ensuing three (3) months' installments of such notice.Rent which shall immediately become due and payable and the Landlord may immediately distrain for the same, together with any arrears then unpaid; or (b) The Lender may proceed without notice or any form of legal process, forthwith re-let or sublet the Leased Premises or any part or parts thereof for whatever term or terms and at whatever rent and upon whatever other terms, covenants and conditions the Landlord considers advisable including, without limitation, the payment or granting of inducements all on behalf of the Tenant; and on each such re-letting or subletting the rent received by the Landlord therefrom will be applied first to foreclose through reimburse the courts Landlord for any such inducements and for any expenses, capital or otherwise, incurred by the Landlord in making the Leased Premises ready for re-letting or subletting; and secondly to the payment of any costs and expenses of re-letting or subletting including brokerage fees and legal fees on a solicitor and client or substantial indemnity basis; and third to the payment of Rent; and the residue, if any, will be held by the Landlord and applied to payment of Rent as it becomes due and payable. If rent received from re-letting or subletting during any month is less than Rent to be paid during that month hereunder, the Tenant will pay the deficiency which will be calculated and paid monthly on or otherwise sellbefore the first day of every month; and no re-letting or subletting of the Leased Premises by the Landlord or entry by the Landlord or its agents upon the Leased Premises for the purpose of re-letting or subletting or other act of the Landlord relating thereto including, tradewithout limitation, changing or permitting a subtenant to change locks, will be construed as an election on its part to terminate this Lease unless a written notice of termination is given to the Tenant; and if the Landlord elects to re-inlet or sublet the Leased Premises without terminating, repossess or liquidate it may afterwards elect to terminate this Lease at any time by reason of any Event of Default then existing; or (c) seize and sell such goods, chattels and equipment of the Town’s interest Tenant as are in the Leased PropertyPremises and the Landlord may, but shall not be obligated to, apply the proceeds thereof to all Rent to which the Landlord is then entitled under this Lease. Any such sale may be effected by public auction, private sale or otherwise, and either in bulk or by individual item, or partly by one means and partly by another, all as the Landlord in its sole discretion may decide; or (d) terminate this Lease by leaving upon the Leased Premises notice in writing of the termination, and such termination shall be without prejudice to the Landlord's right to damages, it being agreed that the Tenant shall pay to the Landlord on demand as damages the loss of income of the Landlord to be derived from this Lease and the Leased Premises for the unexpired portion of the Term had it not been terminated; or (e) re-enter into and upon the Leased Premises or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation name of the Town’s interest whole and repossess and enjoy the same as of the Landlord's former estate, anything herein contained to the contrary notwithstanding; and the Tenant shall pay to the Landlord forthwith upon demand all expenses of the Landlord in re-entering, terminating, re-letting, collecting sums due or payable by the Tenant or realizing upon assets seized or otherwise exercising its rights and remedies under this Section 11.05 including tenant inducements, leasing commissions, legal fees on a solicitor and client or substantial indemnity basis and all disbursements and the expense of keeping the Leased Property Premises in excess good order, repairing the same and preparing the same for re-letting. In addition, and without limiting the generality of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) foregoing provisions of this Section 13.02. (c) The Lender may lease 11.05, upon the happening of an Event of Default, and whether or sublease the Leased Property or any portion thereof or sell any interest the Lender has not this Lease is terminated in the Leased Property. (d) The Lender may recover from the Town: accordance with such provisions: (i) the portion Landlord shall have no further liability to pay to the Tenant or any third party any amount on account or in respect of Base Rentals a refund of any Security Deposit, prepaid Rent or prepaid Taxes or any tenant inducement, leasehold improvement allowance, lease takeover or lease subsidy or any other concession or inducement otherwise provided to the Tenant under or with respect to this Lease, and Additional Rentals which would any Rent free period otherwise have been provided to the Tenant hereunder shall be null and void and of no further force or effect and Rent shall be payable hereunder, during in full hereunder without regard to any period in which the Town continues to occupy, use or possess the Leased Propertysuch Rent free period; and and (ii) Base Rentals any cash allowance, inducement payment, and Additional Rentals which would otherwise have been payable the value of any other benefit paid to or conferred on the Tenant by the Town hereunder during the remainder, after the Town vacates and surrenders possession or on behalf of the Landlord in connection with the Leased Property, of the Fiscal Year Premises or this Lease shall be recoverable in which such Event of Default occurs. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in full as additional Rent and shall be payable to the Leased Property under this Financing LeaseLandlord on demand.

Remedies on Default. Whenever Upon the occurrence of any Event event of Default referred to in default under Section 13.01 of this Financing Lease shall have happened and be continuing9.1, the Lender shall notify the Escrow Agent, if appropriate, andmay, without any further demand or notice, take exercise any one or any combination more of the following remedial stepsremedies: (a) The Lender may terminate Subject to Section 4.2 hereof, so long as there has occurred and is continuing an Event of Default, the Lease Term and give notice interest on the Agreement shall, at the option of the Lender, be increased to the Town to vacate and surrender possession of Default Rate. The Default Rate is 600 basis points (6%) over the Leased Property within ten Business Days of such notice.interest rate hereunder; (b) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take whatever action exercise all remedies available at law or in equity may appear necessary and/or in connection with the Lender’s security interest, including sale of the Equipment, and apply the proceeds of any such sale or desirable other disposition, after deducting all costs and expenses, including court costs and reasonable attorneys’ fees incurred with the recovery, repair, storage and other sale or other disposition costs, toward the principal component and accrued and unpaid interest of the balance of Acquisition Payments due; and (c) subject to Section 4.2 and the Enforcement Limitation, proceed by appropriate court action to enforce its rights in and performance by the School District of the applicable covenants of this Agreement or to recover for the Leased Property under this Financing Leasebreach thereof. NOTWITHSTANDING ANY OTHER PROVISIONS HEREIN, IT IS THE INTENT OF THE PARTIES HERETO TO COMPLY WITH THE LAWS OF THE STATE OF SOUTH CAROLINA, AS AMENDED. NO DEFICIENCY JUDGMENT MAY BE ENTERED AGAINST THE SCHOOL DISTRICT IN FAVOR OF THE LENDER OR ANY OTHER PERSON IN VIOLATION OF SAID LAWS, INCLUDING, WITHOUT LIMITATION, ANY DEFICIENCY JUDGMENT FOR AMOUNTS THAT MAY BE OWED HEREUNDER WHEN THE SALE OF ALL OR ANY PORTION OF THE EQUIPMENT IS INSUFFICIENT TO PRODUCE ENOUGH MONEYS TO PAY IN FULL ALL REMAINING OBLIGATIONS HEREUNDER.

Remedies on Default. Whenever (a) In the event of any Event of Default referred to as defined in Section 13.01 of this Financing Lease 36 above (provided same is an uncured default in cases where there exists a grace period and cure right), or if Tenant shall have happened and be continuingvacated by summary proceedings or otherwise, the Lender shall notify Landlord, in addition to other remedies herein contained, or as may be permitted by law, may re-enter the Escrow AgentLeased Premises and the same have and again possess and enjoy; and as agent for the Tenant or otherwise, re-let the Leased Premises and receive the rents therefor and apply the same, first, to the payment of such expenses, reasonable attorneys’ fees and costs as the Landlord may have incurred in re-entering and repossessing the Leased Premises and in making such repairs and alterations as may be necessary; and, second, to the payment for such rent as may be in arrears and also the rent as may accrue subsequent to the re-entry by the Landlord, to the extent of the difference between the rent reserved hereunder and the rent, if appropriateany, and, without any further demand or notice, take one or any combination received by the Landlord during the remainder of the following remedial steps: (a) The Lender may terminate unexpired term hereof, after deducting the Lease Term aforementioned expenses, fees and give notice costs; the same to the Town to vacate be paid as such deficiencies arise and surrender possession of the Leased Property within ten Business Days of such noticeare ascertained each month. (b) The Lender may proceed Additionally, upon the occurrence of an Event of Default (which shall include Tenant’s failure to foreclose through cure the courts default within any applicable grace periods set forth in Section 36 above), Landlord shall have the right but not the obligation, upon giving ten (10) days’ notice in writing to Tenant, to declare this Lease and the term hereof terminated on or otherwise sell, trade-in, repossess or liquidate the Town’s interest date fixed in such notice as if such date were the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation originally fixed expiration date of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) term of this Section 13.02. Lease (but Tenant shall retain liability as set forth in subsection (c) The Lender may lease or sublease below), and Landlord shall then have the right to re-enter the Leased Property or any portion thereof or sell any interest the Lender has in Premises and remove all persons, goods, fixtures, and chattels from the Leased Property. (d) The Lender may recover from the TownPremises without liability for damages in accordance with all laws. In case of any such default, re-entry, expiration, termination and/or dispossession by summary proceedings or otherwise: (i) the portion rent shall continue to accrue as if Tenant were in continuing possession of Base Rentals the Leased Premises, and Additional Rentals the following shall become due and payable: such expenses as Landlord may incur for legal expenses, attorneys’ fees, brokerage and/or putting the Leased Premises in good order, or for preparing the same for re-letting; (ii) the Landlord may re-let the Leased Premises or any part or parts thereof, either in the name of the Landlord or otherwise, for a term or terms which may, at Landlord’s option, be less than or exceed the period which would otherwise have been payable hereunderconstituted the balance of the initial term, during any period in which the Town continues to occupy, use and may grant concessions or possess the Leased Propertyfree rent on market terms and conditions; and (iiiii) Base Rentals Tenant shall also pay Landlord, as damages, the deficiency between the rent hereby reserved and/or covenanted to be paid and Additional Rentals the rent amount, if any, of the rents collected on account of the lease or leases of the Leased Premises for each month of the period which would otherwise have constituted the balance of the initial term. When computing the amounts which shall be due from Tenant, there shall be added to such deficiency the expenses which Landlord may incur in connection with re-letting, such as but not limited to legal expenses, attorneys’ fees, brokerage fees, and costs of keeping the Leased Premises in good order or for preparing the same for re-letting. Any such amounts due from Tenant shall be paid in monthly installments by Tenant on the rent day specified in this Lease, and any suit brought to collect the amount of the deficiency for any month shall not prejudice in any way the rights of Landlord to collect the deficiency for any subsequent month by a similar proceeding. The termination of this Lease by Landlord in connection with default by Tenant hereunder shall not be construed as or constitute a release of Tenant’s liability for all terms, covenants and conditions on Tenant’s part to be complied with for what would have constituted the entire term of this Lease including, as the case may be, the then extension term or any extension term for which an option has been payable exercised, subject to mitigation as aforesaid. (c) In the event of a breach or threatened breach by Tenant of any of the Town hereunder during covenants or provisions of this Lease, Landlord shall have the remainderright of injunction and the right to invoke any remedy allowed at law or in equity as if reentry, summary proceedings and other remedies were not herein provided for. Mention in this Lease of any particular remedy shall not preclude Landlord from any other remedy in law or in equity. (d) No receipt of rent by Landlord from Tenant after the Town vacates and surrenders valid termination of this Lease shall reinstate, continue or extend the term of this Lease. No receipt of rent after the commencement of suit, or after final judgment for possession of the Leased PropertyPremises shall reinstate, continue or extend the term, or affect the suit of said judgment. No receipt of rent by Landlord shall be deemed received other than on account of the Fiscal Year total rent due, and may be applied by Landlord against rents due in which such Event of Default occursmanner as Landlord may determine, without the receipt thereof constituting an accord or satisfaction. (e) The Lender may take whatever action Any equipment, fixtures, goods or other property of Tenant, not removed by Tenant upon the termination of this Lease, or upon Tenant’s abandonment of the Leased Premises, or upon Tenant’s eviction from the Leased Premises, shall be considered as abandoned and Landlord shall have the right, without any notice to Tenant, to sell or otherwise dispose of the same, at the expense of Tenant, and shall not be accountable to Tenant for any part of the proceeds of such sale, if any. (f) No remedy or election given by any provision in this Lease shall be deemed exclusive unless so indicated, but each shall, whenever possible, be cumulative with all other remedies in law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Leaseunless otherwise specifically provided.

Remedies on Default. Whenever any an Event of Default referred to in Section 13.01 of this Financing Lease shall have happened has occurred and be is continuing, City, to the Lender shall notify extent permitted by law and upon written notice to Airline, may, subject to the Escrow Agent, if appropriate, and, without provisions of any further demand or noticeother Agreement then in effect between Airline and City, take any one or any combination more of the following remedial steps: (a) The Lender City may terminate the Lease Term this Agreement and give notice to the Town to vacate and surrender exclude Airline from possession of the Leased Property within ten Business Days of such notice.its Exclusive Use Premises; (b) The Lender may proceed City may, without terminating this Agreement, exclude Airline from possession of its Exclusive Use Premises, and use reasonable efforts to foreclose through lease the courts on or otherwise sellExclusive Use Premises to another for the account of Airline, trade-inholding Airline liable for all Landing Fees, repossess or liquidate Terminal Area Rentals, Terminal Area Use Charges and Fueling System Fees and other payments due up to the Town’s interest in effective date of such leasing and for the Leased Propertyexcess, or any part thereof in any lawful manner; providedif any, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Terminal Area Rentals and Additional Rentals Terminal Area Use Charges and other amounts payable by Airline under this Agreement for the then current Fiscal Year and in excess remainder of amounts payable under subparagraph (d) the term of this Section 13.02.Agreement over the rentals and other amounts which are payable by such new airline under such new agreement; and (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover City may, from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereundertime to time, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take whatever action at law or in equity may appear appears necessary or desirable to collect Landing Fees, Terminal Area Rentals, Terminal Area Use Charges and Fueling System Fees and any other amounts payable by Airline hereunder then due and thereafter to become due, or to enforce its rights in the performance and to the Leased Property observance of any obligation, agreement or covenant of Airline under this Financing LeaseAgreement. Section 24.03 No Remedy Exclusive No remedy conferred upon or reserved to City in this Agreement shall be exclusive of any other available remedy, and each such other remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission in exercising any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle City to exercise any remedy it has under this Agreement, it shall not be necessary to give any notice other than such notice as may be herein expressly required. Section 24.04 Agreement to Pay Attorneys' Fees and Expenses In the event Airline defaults under this Agreement and City employs attorneys or incurs other expenses for the collection of Landing Fees, Terminal Area Rentals, Terminal Area Use Charges or Fueling System Fees or the enforcement or performance or observance of any obligation or agreement on the part of Airline herein contained, Airline shall, on demand, pay to City the reasonable fees and expenses of such attorneys and such other expenses so incurred by City.

Remedies on Default. Whenever any Event ▇▇▇never a▇▇ ▇▇▇▇t of Default referred to in Section 13.01 of this Financing Lease shall have happened occurred and be continuing, Lender, as assignee of Issuer, shall have the Lender shall notify the Escrow Agentright, if appropriate, and, at its sole option without any further demand or notice, to take any one or any combination of the following remedial stepssteps and which are otherwise accorded to Lender, as assignee of Issuer, by applicable law: (a) The Lender may terminate the Lease Term and give by notice to Issuer and Borrower, declare the Town to vacate and surrender possession entire unpaid principal amount of the Leased Property within ten Business Days Loan then outstanding, all interest accrued and unpaid thereon and all amounts payable under this Agreement to be forthwith due and payable, whereupon the Loan, all such accrued interest and all such amounts shall become and be forthwith due and payable, without presentment, notice of such notice.dishonor, protest or further notice of any kind, all of which are hereby expressly waived by Borrower; (b) The Lender may proceed to foreclose through take possession of the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Mortgaged Property, wherever situated, without any court order or any part thereof in any lawful manner; providedother process of law and without liability for entering the premises, howeverand lease, that the Lender may not recover from the Town any deficiency which may exist following the liquidation sublease or make other disposition of the Town’s interest Mortgaged Property for use over a term in the Leased Property in excess of Base Rentals and Additional Rentals a commercially reasonable manner, all for the then current Fiscal Year account of Lender, provided that Borrower shall remain directly liable for the deficiency, if any, between the rent or other amounts paid by a lessee or sublessee of the Mortgaged Property pursuant to such lease or sublease during the same period of time, after deducting all costs and in excess expenses, including reasonable attorney's fees and expenses, incurred with respect to the recovery, repair and storage of amounts payable under subparagraph (d) the Mortgaged Property during such period of this Section 13.02.time; (c) The Lender may lease take possession of the Mortgaged Property wherever situated, without any court order or sublease other process of law and without liability for entering the Leased Premises, and sell the Mortgaged Property or any portion thereof or sell any interest the Lender has in a commercially reasonable manner. All proceeds from such sale shall be applied in the Leased Property.following manner: FIRST, to pay all proper and reasonable costs and expenses associated with the recovery, repair, storage and sale of the Mortgaged Property including reasonable attorney's fees and expenses; SECOND, to pay (i) Lender the amount of all unpaid Loan Payments or other obligations (whether direct or indirect owed by Borrower to Lender), if any, which are then due and owing, together with interest and late charges thereon, (ii) Lender the then applicable Prepayment Amount (taking into account the payment of past-due Loan Payments as aforesaid), plus a pro rata allocation of interest, at the rate utilized to calculate the Loan Payments, from the next preceding due date of a Loan Payment until the date of payment by the buyer, and (iii) any other amounts due hereunder, including indemnity payments, taxes, charges, reimbursement of any advances and other amounts payable to Lender or Issuer hereunder; and THIRD, to pay the remainder of the sale proceeds, purchase moneys or other amounts paid by a buyer of the Mortgaged Property to Westerbeke; (d) The Lender may recover from exercise all rights and remedies under the Town: (i) Mortgage and the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs.Assignment; (e) The proceed by appropriate court action to enforce specific performance by Borrower of the applicable covenants of this Agreement or to recover for the breach thereof, including the payment of all amounts due from Borrower. Borrower shall pay or repay to Lender may or Issuer all costs of such action or court action, including, without limitation, reasonable attorney's fees; (f) take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and with respect to the Leased Property Mortgaged Property. Borrower shall pay or repay to Lender or Issuer all costs of such action or court action, including, without limitation, reasonable attorney's fees; and (g) with or without notice to Borrower, submit one or more drafts under this Financing Leasethe Letter of Credit, Construction Letter of Credit or any Substitute Letter of Credit for any amounts due hereunder. Notwithstanding any other remedy exercised hereunder, Borrower shall remain obligated to pay to Lender any unpaid portion of the Prepayment Amount.

Remedies on Default. Whenever If any Event of the Events of Default referred to in Section 13.01 of this Financing Lease hereinabove specified shall occur, Landlord, at any time thereafter, shall have happened and be continuing, the Lender shall notify the Escrow Agent, if appropriate, and, without may exercise any further demand or notice, take one or any combination of the following remedial stepsrights and remedies: (a) The Lender may Landlord may, pursuant to written notice thereof to Tenant, immediately terminate the Lease Term this Agreement and, peaceably or pursuant to appropriate legal proceedings, re-enter, retake and give notice to the Town to vacate and surrender resume possession of the Leased Property within ten Business Days for Landlord's own account without liability for trespass (Tenant hereby waiving any right to notice or hearing prior to such taking of possession by Landlord) and, for Tenant's breach of and default under this Agreement, recover immediately from Tenant any and all sums and damages due or in existence at the time of such notice. termination, including, without limitation, (bi) The Lender all Rent and other sums, charges, payments, costs and expenses agreed and/or required to be paid by Tenant to Landlord hereunder prior to such termination, (ii) all costs and expenses of Landlord in connection with the recovery of possession of the Leased Property, including reasonable attorney's fees based upon services rendered at hourly rates and court costs, and (iii) all costs and expenses of Landlord in connection with any reletting or attempted reletting of the Leased Property or any part or parts thereof, including, without limitation, brokerage fees, advertising costs, reasonable attorney's fees based upon services rendered at hourly rates based upon service rendered at hourly rates and the cost of any alterations or repairs or tenant improvements which may proceed be reasonably required to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in so relet the Leased Property, or any part thereof in or parts thereof. (b) Landlord may, pursuant to any lawful manner; providedprior notice required by law, howeverand without terminating this Agreement, that the Lender may not recover from the Town any deficiency which may exist following the liquidation peaceably or pursuant to appropriate legal proceedings, re-enter, retake and resume possession of the Town’s interest in the Leased Property for the account of Tenant, make such alterations of and repairs and improvements to the Leased Property as may be reasonably necessary in excess order to relet the same or any part or parts thereof and, directly or through a qualified management or operating company which may include an Affiliated Person of Base Rentals Landlord, operate and manage the Leased Property, and relet or attempt to relet the Leased Property or any part or parts thereof for such term or terms (which may be for a term or terms extending beyond the Term of this Agreement), at such rents and upon such other terms and provisions as Landlord, in its sole discretion, may deem advisable. If Landlord takes possession and control of the Leased Property and operates the same, Tenant shall, for so long as Landlord is actively operating the Leased Property, have no obligation to operate the Leased Property but agrees that Landlord, any contract manager or operator, or any new tenant or sublessee may, to the extent permitted by law, operate the Facility under Tenant's Permits, including its Medicaid and Medicare provider agreements, if any, until same are issued in the name of the Landlord or the new manager/operator or tenant or sublessee, as applicable. If Landlord relets or attempts to relet the Leased Property, or obtains a contract manager or operator for the Leased Property, Landlord shall at its sole discretion determine the terms and provisions of any new lease or sublease, or management or operating agreement, and whether or not a particular proposed manager or operator, or new tenant or sublessee, is acceptable to Landlord. Upon any such reletting, or the operation of the Leased Property by a contract manager or operator, all rents or incomes received by the Landlord from such reletting or otherwise from the operation of the Leased Property shall be applied, (i) first, to the payment of all costs and expenses of recovering possession of the Leased Property, (ii) second, to the payment of any costs and expenses of such reletting and or operation, including brokerage fees, advertising costs, reasonable attorney's fees based upon service rendered at hourly rates, a management fee of between five percent (5%) and ten percent (10%) of the gross revenues generated, and the cost of any alterations and repairs reasonably required for such reletting or operation of the Leased Property; (iii) third, to the payment of any indebtedness, other than Rent, due hereunder from Tenant to the Landlord, (iv) fourth, to the payment of all Rent and other sums due and unpaid hereunder, and (v) fifth, the residue, if any, shall be held by the Landlord and applied in payment of future Rent as the same may become due and payable hereunder. If the rents received from such reletting or net income from the operation of the Leased Property during any period shall be less than the Rents and Additional Rentals Charges required to be paid during that period by the Tenant hereunder, Tenant shall promptly pay any such deficiency to the Landlord and failing the prompt payment thereof by Tenant to Landlord, Landlord shall immediately be entitled to institute legal proceedings for the then current Fiscal Year recovery and in excess collection of amounts payable the same. Such deficiency shall be calculated and paid at the time each payment of Minimum Rent, Percentage Rent or any other sum shall otherwise become due under subparagraph (d) this Agreement, or, at the option of Landlord, at the end of the Term of this Section 13.02Agreement. Landlord shall, in addition, be immediately entitled to sue for and otherwise rec▇▇▇r from Tenant any other damages occasioned by or resulting from any abandonment of the Leased Property or other breach of or default under this Agreement other than a default in the payment of Rent. No such re-entry, retaking or resumption of possession of the Leased Property by the Landlord for the account of Tenant shall be construed as an election on the part of Landlord to terminate this Agreement unless a written notice of such intention shall be given to the Tenant or unless the termination of this Agreement be decreed by a court of competent jurisdiction. Notwithstanding any such re-entry and reletting or attempted reletting of the Leased Property or any part or parts thereof for the account of Tenant without termination, Landlord may at any time thereafter, upon written notice to Tenant, elect to terminate this Agreement or pursue any other remedy available to Landlord for Tenant's previous breach of or default under this Agreement. (c) The Lender Landlord may, without re-entering, retaking or resuming possession of the Leased Property, sue for all Rent and all other sum▇, charges, payments, costs and expenses due from Tenant to Landlord hereunder (discounted to present value) either: (i) as they become due under this Agreement, taking into account that Tenant's right and option to pay the Rent hereunder on a monthly basis in any particular Fiscal Year is conditioned upon the absence of a Default on Tenant's part in the performance of its obligations under this Agreement, or (ii) at Landlord's option, accelerate the maturity and due date of the whole or any part of the Rent for the entire then-remaining unexpired balance of the Term of this Agreement, as well as all other sums, charges, payments, costs and expenses required to be paid by Tenant to Landlord hereunder, including, without limitation, damages for breach or default of Tenant's obligations hereunder in existence at the time of such acceleration, such that all sums due and payable under this Agreement shall, following such acceleration, be treated as being and, in fact, be due and payable in advance as of the date of such acceleration. Landlord may lease then proceed to recover and collect all such unpaid Rent and other sums so sued for from Tenant by distress, levy, execution or sublease otherwise. Regardless of which of the foregoing alternative remedies is chosen by Landlord under this subparagraph (c), Landlord shall not be required to relet the Leased Property nor exercise any other right granted to Landlord pursuant to this Agreement, nor, except as may be required by Applicable Laws, shall Landlord be under any obligation to minimize or mitigate Landlord's damages or Tenant's loss as a result of Tenant's breach of or default under this Agreement. Notwithstanding the foregoing, following such time as Landlord may obtain possession of the Leased Property, Landlord or its successor Landlord at the time of any Lease termination, shall continue to make the Leased Property available for lease, on an "as is" basis, and shall turn over the net proceeds thereof to Tenant to the extent actually received by Landlord in respect of any time period for which Landlord shall have received the full amount of Rent payable with respect thereto (albeit perhaps on a basis reasonably discounted for the time value of money or present-value basis). (d) Landlord may, in addition to any other remedies provided herein, enter upon the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: and take possession of (i) the portion any and all of Base Rentals and Additional Rentals which would otherwise have been payable hereunderTenant's Personal Property, during any period in which the Town continues to occupyif any, use or possess the Leased Property; and (ii) Base Rentals Tenant's books and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of records necessary to operate the Leased Property, and (iii) all the bank accounts concerning, or established for, the Leased Property, without liability for trespass or conversion (Tenant hereby waiving any right to notice or hearing prior to such taking of possession by Landlord) and sell the same by public or private sale, after giving Tenant reasonable notice of the Fiscal Year time and place of any public or private sale, at which sale Landlord or its assigns may purchase all or any portion of Tenant's Personal Property, if any, unless otherwise prevented by law. Unless otherwise provided by law and without intending to exclude any other manner of giving Tenant reasonable notice, the requirement of reasonable notice shall be met if such notice is given at least ten (10) days before the date of sale. The proceeds from any such disposition, less all expenses incurred in connection with the taking of possession, holding and selling of such Property (including reasonable attorneys' fees based upon services rendered at hourly rates) shall be credited against Rent which such Event of Default occursis due hereunder. (e) Tenant acknowledges that one of the rights and remedies available to Landlord under Applicable Law is to apply to a court of competent jurisdiction for the appointment of a receiver to collect the rents, issues, profits and income of the Leased Property and to manage the operation of the Leased Property. Tenant hereby further acknowledges that the revocation, suspension or material limitation of the certification of the Leased Property for provider status under Medicare or Medicaid (or successor programs) and/or the revocation, suspension or material limitation of the license of the Leased Property as an assisted living and dementia care facility under the laws of the State will materially and irreparably impair the value of Landlord's investment in the Leased Property. Therefore, in any of such events, and in addition to any other right or remedy of Landlord under this Agreement, Landlord may petition any appropriate court for appointment of a receiver to manage the operation of the Leased Property (or any portion thereof as to which Tenant has suffered the revocation, suspension or material limitation of any license), to collect and disburse all rents, issues, profits and income generated thereby and to preserve or replace to the extent possible the operating license and provider certification of the Leased Property or to otherwise substitute the licensee or provider thereof. The Lender receiver shall be entitled to a reasonable fee for his services as receiver. All such fees and other expenses of the receivership estate shall be payable as Additional Charges under this Agreement. Tenant hereby irrevocably stipulates to the appointment of a receiver under such circumstances and for such purposes and agrees not to contest such appointment. (f) In addition to the remedies hereinabove specified and enumerated, Landlord shall have and may take whatever action exercise the right to invoke any other remedies allowed at law or in equity as if the remedies of re-entry, unlawful detainer proceedings and other remedies were not herein provided. Accordingly, the mention in this Agreement of any particular remedy shall not preclude Landlord from having or exercising any other remedy at law or in equity. Nothing herein contained shall be construed as precluding the Landlord from having or exercising such lawful remedies as may appear be and become necessary in order to preserve the Landlord's right or desirable to enforce its rights the interest of the Landlord in and to the Leased Property and in this Agreement, even before the expiration of any notice periods provided for in this Agreement, if under the particular circumstances then existing the allowance of such notice periods will prejudice or will endanger the rights and estate of the Landlord in this Financing LeaseAgreement and in the Leased Property. In addition, any provision of this Agreement to the contrary notwithstanding, no provision of this Agreement shall delay or otherwise limit Landlord's right to seek injunctive relief or Tenant's obligation to comply with any such injunctive relief.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuingoccurred, Lender, as assignee of Issuer, shall have the Lender shall notify the Escrow Agentright, if appropriate, and, at its sole option without any further demand or notice, to take any one or any combination of the following remedial stepssteps which are accorded to Lender, as assignee of Issuer, by applicable law: (a) The Lender may terminate the Lease Term and give by notice to Issuer and Borrower, declare the Town to vacate and surrender possession entire unpaid principal amount of the Leased Property within ten Business Days Loan and the Bond then outstanding, all interest accrued and unpaid thereon and all amounts payable under this Agreement to be forthwith due and payable, whereupon the Loan, all such accrued interest and all such amounts shall become and be forthwith due and payable, without presentment, notice of such notice.dishonor, protest or further notice of any kind, all of which are hereby expressly waived by Borrower; (b) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation take possession of the Town’s interest Property wherever situated, without any court order or other process of law and without liability for entering the premises, and lease, sublease or make other disposition of the Property for use over a term in the Leased Property in excess of Base Rentals and Additional Rentals a commercially reasonable manner, all for the then current Fiscal Year account of Lender, provided that Borrower shall remain directly liable for the deficiency, if any, between the rent or other amounts paid by a lessee or sublessee of the Property pursuant to such lease or sublease during the same period of time, after deducting all costs and in excess expenses, including reasonable attorneys' fees and expenses, incurred with respect to the recovery, repair and storage of amounts payable under subparagraph (d) the Property during such period of this Section 13.02.time; (c) The Lender may lease take possession of the Property wherever situated, without any court order or sublease other process of law and without liability for entering the Leased Premises, and sell the Property or any portion thereof or sell any interest the Lender has in a commercially reasonable manner. All proceeds from such sale shall be applied in the Leased following manner: FIRST, to pay all proper and reasonable costs and expenses associated with the recovery, repair, storage and sale of the Property., including reasonable attorneys' fees and expenses; SECOND, to pay (i) Lender the amount of all unpaid Loan Payments or other obligations (whether direct or indirect owed by Borrower to Lender), if any, which are then due and owing, together with interest and late charges thereon, (ii) Lender the then applicable Prepayment Amount (taking into account the payment of past-due Loan Payments as aforesaid), plus a pro rata allocation of interest, at the rate utilized to calculate the Loan Payments, from the next preceding due date of a Loan Payment until the date of payment by the buyer, and (iii) any other amounts due hereunder, including indemnity payments, taxes, charges, reimbursement of any advances and other amounts payable to Lender or Issuer hereunder; and THIRD, to pay the remainder of the sale proceeds, purchase moneys or other amounts paid by a buyer of the Property to Borrower; (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues proceed by appropriate court action to occupy, use enforce specific performance by Issuer or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession Borrower of the Leased Propertyapplicable covenants of this Agreement or to recover for the breach thereof, including the payment of the Fiscal Year in which all amounts due from Borrower. Borrower shall pay or repay to Lender or Issuer all costs of such Event of Default occurs.action or court action, including, without limitation, reasonable attorneys' fees; (e) The Lender may exercise all rights and remedies under the Mortgage; (f) take whatever action at law or in equity that may appear necessary or desirable to enforce its rights in and with respect to the Leased Property Property. Borrower shall pay or repay to Lender or Issuer all costs of such action or court action, including, without limitation, reasonable attorneys' fees; (g) with or without notice to Borrower, submit one or more drafts under this Financing Leasethe Letter of Credit or any Substitute Letter of Credit for any amounts due hereunder; and (h) exercise any and all rights and remedies under the Taxable Loan Agreement. Notwithstanding any other remedy exercised hereunder, Borrower shall remain obligated to pay to Lender any unpaid portion of the Prepayment Amount and the Taxable Prepayment Amount.

Remedies on Default. Whenever If any Event of Default referred to in Section 13.01 of this Financing Lease 5.1 hereof shall have happened occurred, Secured Party shall have the following rights and be continuingremedies in addition to any other remedy it may have under the UCC, the Lender shall notify the Escrow Agentany other law, if appropriate, and, without any further demand or notice, take one under this Security Agreement or any combination of the following remedial stepsother Loan Documents: (aA) The Lender Secured Party may terminate declare the Lease Term entire indebtedness evidenced by the Loan Documents and give all of the other Obligations to be immediately due and payable by giving written notice thereof to the Town Borrower and, upon giving such Notice, such indebtedness and all other Obligations shall be immediately due and payable in full to vacate and surrender possession of the Leased Property within ten Business Days of such notice. (b) The Lender may proceed to foreclose through the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02. (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased PropertySecured Party; and (iiB) Base Rentals Secured Party may, at its sole option and Additional Rentals discretion, sell, assign or otherwise dispose of the Collateral in whole or in part at public or private sale for cash, upon credit with or without advertisement of the time, place or terms of sale, except that if the sale be a private sale, ten (10) days' notice in writing from Secured Party of the time and place of sale and the terms of sale shall be given to Assignor, which would otherwise notice shall be deemed reasonable. The Secured Party may divide the Collateral in any manner it shall choose and may sell, assign or dispose of all portions or any portions of the Collateral. In case of any sale on credit, the Collateral sold may be retained by Secured Party until the sale price is paid, but Secured Party shall incur no liability if the purchaser fails to perform its obligations. At any sale, Secured Party, or such individual or individuals as may be designated by Secured Party, may purchase the security sold, free from all further right of redemption of Assignor, which is hereby waived and released. In case of any sale, Secured Party may first deduct all expenses of collection, sale and delivery of the Collateral sold and any expenses incidental thereto, including, but not limited to, taxes and reasonable attorneys', accountants' and auctioneers' fees and disbursements, and then apply the remaining proceeds to the satisfaction of the Obligations. In the event such remaining proceeds are insufficient to satisfy all of the Obligations, Secured Party shall have been payable the right to determine in its sole discretion the particular Obligations against which the proceeds shall be applied, and Borrower and Assignor shall remain liable for and shall pay to Secured Party on demand the remaining deficiency. In the event such remaining proceeds are sufficient to pay the Obligations, any surplus shall be delivered to Assignor, provided that Secured Party agrees to abide by an unconditional and irrevocable written direction from Assignor (stating that it may not be revoked without the Town hereunder during prior written consent of Vornado) to pay such remaining proceeds to Vornado instead of to Assignor, provided that such direction is received by Secured Party and sent in the remaindermanner provided herein for the sending of notices to Secured Party. Any sale conducted upon the foregoing terms or by any other method of sale (if conducted in conformity with practices of any banks in New York State or New Jersey disposing of similar security) shall be deemed commercially reasonable. Assignor agrees that Secured Party shall have the right to continue to retain the Collateral until such time as Secured Party, in its sole discretion, believes that an advantageous price can be obtained for the Collateral and Secured Party shall not be liable to Assignor for any loss in the value of the Collateral by reason of any such retention of the Collateral by Secured Party. Secured Party, at its sole option and election, may proceed against the Collateral either before, after or at the Town vacates same time as a mortgage foreclosure, deed in lieu of mortgage foreclosure or other enforcement of its rights with respect to its mortgage encumbering the 59th ▇▇▇▇▇▇ ▇▇▇perty. Secured Party shall have the right, at its sole option and surrenders possession of election, to proceed against the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender may take whatever action at law Collateral pursuant to or in equity may appear necessary or desirable to enforce its rights in and connection with a mortgage foreclosure action with respect to the Leased Property 59th ▇▇▇▇▇▇ ▇▇▇perty and/or pursuant to the rights granted to Secured Party under this Financing LeaseAgreement.

Remedies on Default. Whenever Upon the occurrence of any Event of Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuingDefault, the Lender shall notify the Escrow Agent, if appropriate, and, without Bank may exercise any further demand or notice, take one or any combination more of the following remedial stepsremedies as the Bank, in it sole discretion, shall elect: (a) The Lender may terminate Declare the Lease Term unpaid portion of the then outstanding principal component of the Installment Payments immediately due and give payable, without notice or demand to the Town to vacate and surrender possession of the Leased Property within ten Business Days of such notice.County; (b) The Lender may proceed Proceed by appropriate court action to foreclose through enforce the courts on or otherwise sell, trade-in, repossess or liquidate performance by the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation County of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) applicable covenants of this Section 13.02.Contract or to recover for any breach thereof; (c) The Lender may lease Exercise or direct the Deed of Trust Trustee to exercise all the rights and remedies of a secured party or creditor under the Uniform Commercial Code of the State and the general laws of the State with respect to the enforcement of the security interest granted or reserved hereunder and under the Deed of Trust including, without limitation, to the extent permitted by law, re-enter and take possession of the Mortgaged Property without any court order or other process of law and without liability for entering the premises and to sell, lease, sublease or make other disposition of the Leased Property same in a commercially reasonable manner for the account of the County, and apply the proceeds of any such sale, lease, sublease or other disposition, after deducting all costs and expenses, including court costs and attorneys’ fees, incurred with the recovery, repair, storage and other sale, lease, sublease or other disposition, toward the balance due under this Contract and, thereafter, to pay any portion thereof or sell any interest remaining proceeds to the Lender has in the Leased Property.County; or (d) The Lender may recover from Enforce its security interest or direct the Town: (i) Deed of Trust Trustee to institute foreclosure proceedings under the portion Deed of Base Rentals Trust and Additional Rentals which would otherwise have been payable hereundersell the Mortgaged Property. NOTWITHSTANDING ANY OTHER PROVISIONS HEREIN, during any period in which the Town continues to occupyIT IS THE INTENT OF THE PARTIES HERETO TO COMPLY WITH SECTION 160A-20 OF THE GENERAL STATUTES OF NORTH CAROLINA, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainderAS AMENDED. NO DEFICIENCY JUDGMENT MAY BE ENTERED AGAINST THE COUNTY IN FAVOR OF THE BANK IN VIOLATION OF SECTION 160A-20 OF THE GENERAL STATUTES OF NORTH CAROLINA, after the Town vacates and surrenders possession of the Leased PropertyAS AMENDED, of the Fiscal Year in which such Event of Default occursINCLUDING, WITHOUT LIMITATION, ANY DEFICIENCY JUDGMENT FOR AMOUNTS THAT MAY BE OWED HEREUNDER WHEN THE SALE OF ALL OR ANY PORTION OF THE MORTGAGED PROPERTY IS INSUFFICIENT TO PRODUCE ENOUGH MONEY TO PAY IN FULL ALL REMAINING OBLIGATIONS UNDER THIS CONTRACT. (e) The Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Lease.

Remedies on Default. Whenever any an Event of Default referred to in Section 13.01 of this Financing Lease shall have happened occurred and be continuing, Hibernia shall be entitled to exercise all of the Lender shall notify rights and remedies available to a secured party under the Escrow AgentCommercial Laws -- Secured Transactions as set forth in La. R.S. 10-9:901 et seq., if appropriateall rights and remedies under any Obligation, andall rights and remedies available to it under the Related Agreement and all rights and remedies available to it under this Agreement, including, without any further limitation, the right, from time to time, without demand or noticenotice of any kind, take one or any combination of the following remedial stepsto: (a) The Lender may terminate notify the Lease Term and give notice to the Town to vacate and surrender possession Cottonport Bank of the Leased Property within ten Business Days Event of such notice.Default and direct the Cottonport Bank to freeze the balances of the Casino Bank Accounts and not permit any further withdrawals or transfers therefrom unless and until the Event of Default is corrected; (b) The Lender take any reasonable action that Hibernia may proceed deem necessary or desirable in order to foreclose through realize on the courts on or otherwise sellCollateral, trade-inincluding, repossess or liquidate the Town’s interest authority to endorse in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation name of the Town’s interest Tribe without recourse to the Tribe any checks, drafts, notes or other instruments or documents received in payment of or on account of the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02.Gross Receipts; and (c) The Lender exercise any and all other rights, remedies and privileges it may lease or sublease the Leased Property or have under this Agreement and under any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover Obligation. Any proceeds received by Hibernia from the Town: exercise of any remedy shall be applied by Hibernia (i) first to the portion payment by Hibernia of Base Rentals all expenses of the exercise of such remedies, including the reasonable attorneys' fees and Additional Rentals which would otherwise have been payable hereunderlegal expenses incurred in connection therewith by Hibernia, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by second, to the Town hereunder during the remainder, after the Town vacates and surrenders possession payment of the Leased PropertyObligations in such order and in such manner as Hibernia may, of in its discretion, determine, and (iii) third, any surplus after such application shall be delivered to the Fiscal Year in which such Event of Default occurs. (e) The Lender may take whatever action at Enterprise, except as otherwise required by law or as a court of competent jurisdiction may direct. The Entities agree to pay all reasonable expenses incurred by Hibernia in equity may appear necessary or desirable to enforce its rights connection with the exercise of any remedy hereunder, including the reasonable attorneys' fees incurred in and to the Leased Property under this Financing Leaseconnection therewith by Hibernia.

Remedies on Default. Whenever Upon the happening of any Event of Default referred Default, and subject in all instances to in Section 13.01 of this Financing Lease any Subordination Documentation, Lender shall have happened and be continuingthe right, in addition to any other rights or remedies available to Lender under the Lender shall notify Deed of Trust or any of the Escrow Agentother Loan Documents or under applicable Law, if appropriate, and, without to exercise any further demand or notice, take one or any combination more of the following remedial stepsrights and remedies: (a) The Lender may terminate the Lease Term and give notice its obligation to the Town to vacate and surrender possession advance any further principal of the Leased Property within ten Business Days of such noticeLoan pursuant to this Agreement by Notice to Borrower. (b) The Lender may proceed apply to foreclose through the courts on or otherwise sellany court of competent jurisdiction for, trade-inand obtain appointment of, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals a receiver for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02Property. (c) The Lender may lease set off the amounts due Lender under the Loan Documents against any and all accounts, credits, money, securities or sublease the Leased Property other property of Borrower now or any portion thereof hereafter held by or sell any interest the Lender has in the Leased Propertypossession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower. (d) The Lender may recover from enter into possession of the TownProperty and perform any and all work and labor necessary to complete the Construction of the Improvements (whether or not in accordance with the Plans and Specifications) and to employ watchmen to protect the Property and the Improvements. All sums expended by Lender for such purposes shall be deemed to have been advanced to Borrower under the Notes and shall be secured by the Deed of Trust. For this purpose, Borrower hereby constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution, which power is DECLARATION OF M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, EXHIBIT B PAGE 144 Case 2:15-cv-01350-JLR Document 357-2 Filed 06/23/16 Page 124 of 208 coupled with an interest, to complete the work in the name of Borrower, and hereby empowers said attorney or attorneys, in the names of Borrower or Lender: (i) To use any funds of Borrower including any balance which may be held by Lender and any funds which may remain unadvanced hereunder for the portion purpose of Base Rentals completing the Construction of the Improvements, whether or not in the manner called for in the Plans and Additional Rentals Specifications; (ii) To make such additions and changes and corrections to the Plans and Specifications as shall be necessary or desirable in the judgment of Lender to complete the Construction of the Improvements; (iii) To employ such contractors, subcontractors, agents, architects and inspectors as shall be necessary or desirable for said purpose; (iv) To pay, settle or compromise all existing bills and claims which would otherwise have been payable hereunderare or may be liens against the Property, during or may be necessary or desirable for the completion of the work or the clearance of title to the Property; (v) To execute all applications and certificates which may be required in the name of Borrower; (vi) To file for record, at Borrower’s cost and expense and in Borrower’s name, any period notices of completion, notices of cessation of labor, or any other notices that Lender in which the Town continues its sole and absolute discretion may consider necessary or desirable to occupy, use or possess the Leased Propertyprotect its security; and (iivii) Base Rentals To do any and Additional Rentals which would otherwise have been payable by every act with respect to the Town hereunder during the remainder, after the Town vacates and surrenders possession development of the Leased Property, Property and the construction of the Fiscal Year Improvements which Borrower may do in its own behalf. It is understood and agreed that this power of attorney shall be deemed to be a power coupled with an interest which cannot be revoked. Said attorney-in-fact shall also have the power to prosecute and defend all actions or proceedings in connection with the Construction of the Improvements and to take such Event of Default occurs. (e) The actions and to require such performance as Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Leasedeem necessary.

Remedies on Default. Whenever Upon the happening of any Event of Default referred to in Section 13.01 (after the expiration of this Financing Lease any applicable grace or cure period), Lender shall have happened and be continuingthe right, in addition to any other rights or remedies available to Lender under the Lender shall notify Deed of Trust or any of the Escrow Agentother Loan Documents or under applicable Law, if appropriate, and, without to exercise any further demand or notice, take one or any combination more of the following remedial stepsrights and remedies: (a) The Lender may terminate accelerate all of Borrower’s Obligations under the Lease Term Loan Documents whereupon such Obligations shall become immediately due and give payable, without notice of default, acceleration or intention to the Town to vacate and surrender possession accelerate, presentment or demand for payment, protest or notice of the Leased Property within ten Business Days nonpayment or dishonor, or notices or demands of such noticeany kind or character (all of which are hereby waived by Borrower). (b) The Lender may proceed apply to foreclose through the courts on or otherwise sellany court of competent jurisdiction for, trade-inand obtain appointment of, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals a receiver for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02Property. (c) The Lender may lease set off the amounts due Lender under the Loan Documents against any and all accounts, credits, money, securities or sublease the Leased Property other property of Borrower now or any portion thereof hereafter on deposit with, held by or sell any interest the Lender has in the Leased Propertypossession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower. This provision shall exclude and not apply to accounts of any Approved Manager (other than Borrower) and Guarantor. (d) The Lender may recover from enter into possession of the TownProperty and perform any and all work and labor necessary to complete any construction at the Property, including any construction of tenant improvements, and to employ watchmen to protect the Property and the Improvements. All sums expended by Lender for such purposes shall be deemed to have been advanced to Borrower under the Note and shall be secured by the Deed of Trust. For this purpose, Borrower hereby constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution, which power is coupled with an interest, to complete the work in the name of Borrower, and hereby empowers said attorney or attorneys, in the name of Borrower or Lender: (i) To use any funds of Borrower including any balance which may be held by Lender and any funds (if any) which may remain unadvanced hereunder for the portion purpose of Base Rentals completing any construction, including any construction of tenant improvements, whether or not ▇▇▇▇/▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Loan Agreement #438690v6 in the manner called for in the applicable plans and Additional Rentals specifications (this provision shall exclude and not apply to accounts of any Approved Manager (other than Borrower) and Guarantor); (ii) To make such additions and changes and corrections to any plans and specifications as shall be necessary or desirable in the judgment of Lender to complete any construction, including any construction of tenant improvements; (iii) To employ such contractors, subcontractors, agents, architects and inspectors as shall be necessary or desirable for said purpose; (iv) To pay, settle or compromise all existing bills and claims which would otherwise have been payable hereunderare or may be liens against the Property, during or may be necessary or desirable for the completion of the work or the clearance of title to the Property; (v) To execute all applications and certificates which may be required in the name of Borrower; (vi) To enter into, enforce, modify or cancel Leases and to 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 period notices of completion, notices of cessation of labor, or any other notices that Lender in which the Town continues its sole and absolute discretion may consider necessary or desirable to occupy, use or possess the Leased Propertyprotect its security; and (iiviii) Base Rentals To do any and Additional Rentals every act with respect to any such construction which would otherwise Borrower may do in its own behalf. It is understood and agreed that this power of attorney shall be deemed to be a power coupled with an interest which cannot be revoked. Said attorney-in-fact shall also have been payable by the Town hereunder during power to prosecute and defend all actions or proceedings in connection with any construction at the remainder, after the Town vacates and surrenders possession of the Leased Property, including any construction of the Fiscal Year in which tenant improvements, and to take such Event of Default occurs. (e) The actions and to require such performance as Lender may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing Leasedeem necessary.

Remedies on Default. Whenever any Event of Default referred to in Section 13.01 of this Financing under any Lease exists, Lessor shall have happened and be continuingthe right, the Lender shall notify the Escrow Agent, if appropriate, and, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) The Lender may terminate the Lease Term and give By written notice to ▇▇▇▇▇▇, declare all Rental Payments and other amounts payable by Lessee under that Lease to the Town to vacate and surrender possession end of the Leased Property within ten Business Days of such notice.then current Original Term or Renewal Term to be due; (b) The Lender may proceed With or without terminating that Lease, Lessor may, upon 5 days written notice to foreclose through Lessee, enter the courts on premises where any Equipment that is subject to that Lease is located and retake possession of that Equipment or otherwise sellrequire Lessee at Lessee's expense to promptly return any or all of the Equipment to the possession of Lessor at such place within the United States as Lessor shall specify, tradeand sell or lease the Equipment or, for the account of Lessee, sublease the Equipment, continuing to hold Lessee liable for the difference between (i) the Rental Payments and other amounts payable by Lessee under that Lease plus the then-inapplicable Purchase Option Price for that Equipment and (ii) the net proceeds of any such sale, repossess leasing or liquidate subleasing (after deducting all expenses of Lessor in exercising its remedies under this Agreement, including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing the Town’s interest in the Leased PropertyEquipment and all brokerage, or any part thereof in any lawful manner; provided, however, auctioneers' and attorneys' fees) provided that the Lender may amount of Lessee’s liability under this subparagraph (b) shall not recover from exceed the Town any deficiency which may exist following Rental Payments and other amounts otherwise due under that Lease plus the liquidation remaining Rental Payments and other amounts payable by Lessee under that Lease to the end of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) of this Section 13.02.Original Term or Renewal Term; and (c) The Lender may lease or sublease the Leased Property or any portion thereof or sell any interest the Lender has in the Leased Property. (d) The Lender may recover from the Town: (i) the portion of Base Rentals and Additional Rentals which would otherwise have been payable hereunder, during any period in which the Town continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs. (e) The Lender Lessor may take whatever action at law or in equity may appear necessary or desirable to enforce its rights under that Lease or as the owner of any or all of the Equipment that is subject to that Lease. In addition, whenever an Event of Default exists with respect to any Rental Payment required by a particular Schedule or with respect to any other payment, covenant, condition, agreement, statement, representation or warranty set forth in that Schedule or applicable to that Schedule or the Equipment listed therein, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (d) By written notice to Lessee, Lessor may declare all Rental Payments payable by Lessee pursuant to that Schedule and other amounts payable by Lessee under this Agreement to the Leased Property end of the then current Original Term or Renewal Term to be due; (e) With or without terminating that Schedule, Lessor may, upon 5 days written notice to Lessee, enter the premises where the Equipment listed in that Schedule is located and retake possession of that Equipment or require Lessee at Lessee's expense to promptly return any or all of that Equipment to the possession of Lessor at such place within the United States as Lessor shall specify, and sell or lease that Equipment or, for the account of Lessee, sublease that Equipment, continuing to hold Lessee liable for the difference between (i) the Rental Payments payable by Lessee pursuant to that Schedule and other amounts related to that Schedule or the Equipment listed therein that are payable by Lessee hereunder plus the then applicable Purchase Option Price for that Equipment, and (ii) the net proceeds of any such sale, leasing or subleasing (after deducting all expenses of Lessor in exercising its remedies under this Financing LeaseAgreement, including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing such Equipment and all brokerage, auctioneers' and attorneys' fees) provided that the amount of Lessee’s liability under this subparagraph (e) shall not exceed the Rental Payments and other amounts otherwise due under that Schedule plus the remaining Rental Payments and other amounts payable by Lessee under that Schedule to the end of the then current Original Term or Renewal Term; and (f) Lessor may take whatever action at law or in equity may appear necessary or desirable to enforce its rights under that Schedule, this Agreement with respect to that Schedule and the Equipment listed therein. In addition to the remedies specified above, Lessor may charge interest on all amounts due to it at the rate of 10% per annum or the maximum amount permitted by law, whichever is less. The exercise of any such remedies respecting any such Event of Default shall not relieve Lessee of any other liabilities under any other Schedules, this Agreement related to any other Schedule or the Equipment listed therein.

Remedies on Default. Whenever On the occurrence of any Event of Default referred to in Section 13.01 of this Financing Lease shall have happened and be continuingDefault, the Lender shall notify the Escrow Agent, if appropriate, and, without Purchaser may exercise any further demand or notice, take one or any combination more of the following remedial stepsremedies as the Purchaser, in its sole discretion, shall elect: (a) The Lender may terminate Declare the Lease Term unpaid portion of the then outstanding principal components of the Installment Payments immediately due and give payable, without notice or demand to the Town to vacate and surrender possession of the Leased Property within ten Business Days of such notice.Town; (b) The Lender may proceed Proceed by appropriate court action to foreclose through enforce the courts on or otherwise sell, trade-in, repossess or liquidate the Town’s interest in the Leased Property, or any part thereof in any lawful manner; provided, however, that the Lender may not recover from performance by the Town any deficiency which may exist following the liquidation of the Town’s interest in the Leased Property in excess of Base Rentals and Additional Rentals for the then current Fiscal Year and in excess of amounts payable under subparagraph (d) applicable covenants of this Section 13.02.Contract or to recover for any breach thereof; (c) The Lender may lease Exercise or direct the Deed of Trust Trustee to exercise all the rights and remedies of a secured party or creditor under the Uniform Commercial Code of the State and the general laws of the State with respect to the enforcement of the security interest granted or reserved hereunder and under the Deed of Trust including, without limitation, to the extent permitted by law, re-enter and take possession of the Mortgaged Property without any court order or other process of law and without liability for entering the premises and to sell, lease, sublease or make other disposition of the Leased Property same in a commercially reasonable manner for the account of the Town, and apply the proceeds of any such sale, lease, sublease or other disposition, after deducting all costs and expenses, including court costs and attorneys’ fees, incurred with the recovery, repair, storage and other sale, lease, sublease or other disposition, toward the balance due under this Contract and, thereafter, to pay any portion thereof or sell any interest remaining proceeds to the Lender has in the Leased Property.Town; (d) The Lender may recover from Enforce its security interest in the Town: (i) Mortgaged Property or direct the portion Deed of Base Rentals Trust Trustee to institute foreclosure proceedings under the Deed of Trust and Additional Rentals which would otherwise have been payable hereunder, during any period in which sell the Town continues to occupy, use or possess the Leased Mortgaged Property; and (ii) Base Rentals and Additional Rentals which would otherwise have been payable by the Town hereunder during the remainder, after the Town vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Default occurs.; (e) The Lender may take whatever action Pursue any other remedy available at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under this Financing LeasePurchaser. NOTWITHSTANDING ANY OTHER PROVISIONS HEREIN, IT IS THE INTENT OF THE PARTIES HERETO TO COMPLY WITH SECTION 160A-20 OF THE GENERAL STATUTES OF NORTH CAROLINA, AS AMENDED. NO DEFICIENCY JUDGMENT MAY BE ENTERED AGAINST THE TOWN IN FAVOR OF THE PURCHASER IN VIOLATION OF SECTION 160A-20 OF THE GENERAL STATUTES OF NORTH CAROLINA, AS AMENDED, INCLUDING, WITHOUT LIMITATION, ANY DEFICIENCY JUDGMENT FOR AMOUNTS THAT MAY BE OWED HEREUNDER WHEN THE SALE OF ALL OR ANY PORTION OF THE MORTGAGED PROPERTY IS INSUFFICIENT TO PRODUCE ENOUGH MONEY TO PAY IN FULL ALL REMAINING OBLIGATIONS UNDER THIS CONTRACT.