Common use of Remedies on Default Clause in Contracts

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency may take, to the extent permitted by law, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreement. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.

Remedies on Default. (a) Whenever any Event of Default exists with respect to a Property Schedule, Lessor shall have occurred and be continuingthe right, the Agency may takeat its sole option without any further demand or notice, to the extent permitted by law, any take one or more any combination of the following remedial steps: (ia) declareWithout terminating the Property Schedule, and by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the Company, end of the then-current budget year of Lessee to be immediately due due, including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and payablesuch amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and whichever is less; (b) hereofLessor may terminate the Property Schedule, (B) may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefitsof the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and (D) all other payments due under this Lease AgreementLessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that if an Event any proceeds from the disposition of Default specified the property in Section 10.1(a)(viiexcess of the sum required to (i) hereof shall have occurred and be continuingpay off any outstanding principal component of Lease Payments, such installments of rent and (ii) pay any other payments amounts then due under this Lease Agreement the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys fees), shall become immediately due be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and payable without notice further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the Company or disposition of the taking of any other action by the AgencyProperty; (iic) terminate this Lease Agreement and the Company Lease, reconvey the Equipment By written notice to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense any escrow agent who is holding proceeds of the Company Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and in any earnings thereon to Lessor, such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed sums to be an agency coupled with an interest), with full power credited to payment of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish ▇▇▇▇▇▇'s obligations under the recording of such lease termination documents; orProperty Schedule; (iiid) Lessor may take any other action action, at law or in equity which equity, that is permitted by applicable law and that may appear necessary or desirable to collect enforce or to protect any of its rights under the payments then due or thereafter Property Schedule and this Agreement. Notwithstanding the foregoing, if the proceeds are insufficient to become due hereunderpay items (i) to (iii) in Section 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to enforce pay in whole the obligations, agreements and covenants of the Company under this Lease Agreementamounts for item (iii). (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.

Remedies on Default. (a) Whenever any Event event of Default default referred to in Section 9.l hereof shall have occurred happened and be continuing, the Agency Issuer may take, to the extent permitted by law, take any one or more of the following remedial steps: (ia) declare, by By written notice to Company, Issuer may declare an amount equal to the Companyprincipal and accrued interest on the 2002 Series A Bonds then Outstanding, as defined in the Indenture, to be immediately due and payablepayable under this Agreement, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and . (b) hereofIssuer may have access to and inspect, (B) examine and make copies of the books and records and any and all unpaid accounts, data and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent income tax and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking tax returns of any other action by the Agency;Company. (iic) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) Issuer may take any other whatever action at law or in equity which may appear necessary or desirable to collect the payments amounts then due or and thereafter to become due hereunderdue, or to enforce performance and observance of any obligation, agreement or covenant of Company under this Agreement, including, until the Release Date, any remedies available in respect of the First Mortgage Bonds. In case there shall be pending a proceeding of the nature described in Section 9.1(d) or (e) above, Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of Trustee allowed in such judicial proceedings relative to Company, its creditors or its property, and to enforce collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the obligationssame after the deduction of its charges and expenses; and any custodian (including, agreements without limitation a receiver, trustee or liquidator) of Company appointed in connection with such proceedings is hereby authorized to make such payments to Trustee, and covenants to pay to Trustee any amount due it for compensation and expenses, including reasonable counsel fees and expenses incurred by it up to the date of such distribution. Any amounts collected pursuant to action taken under this Section 9.2 (other than the compensation and expenses referred to in the immediately prior sentence) shall be paid into the Bond Fund and applied in accordance with the provisions of the Company under this Lease Agreement. Indenture or, if the 2002 Series A Bonds have been fully paid (b) No action taken pursuant to this Section 10.2 (including termination or provision for payment thereof has been made in accordance with the provisions of the Lease AgreementIndenture) and all reasonable and necessary fees and expenses of Trustee and any paying agents accrued and to accrue through final payment of the 2002 Series A Bonds, and all other liabilities of Company accrued and to accrue hereunder or under the Indenture through final payment of the 2002 Series A Bonds have been paid, such amounts so collected shall relieve the Company from its obligation be paid to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture BenefitsCompany.

Remedies on Default. (a) Whenever any If a Credit is in effect and an Event of Default shall have occurred occur and be continuingcontinuing pursuant to above paragraphs (a) or (b) of Section 9.1, the Agency may takeTrustee may, to and upon the extent permitted request of the Credit Provider or upon the request of Holders owning not less than twenty-five percent (25%) principal amounts of Bonds outstanding (accompanied by law, the written consent of the Credit Provider) shall take any one or more of the following remedial stepsactions: (ia) declare, by written notice to the Company, Declare all Lease Payments to be immediately due and payablepayable (being an amount equal to that necessary to pay in full the principal of and interest accrued to the date for payment of all Bonds then outstanding, assuming acceleration of the Bonds under the Indenture, and to pay all other amounts due and payable hereunder), whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and . (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture BenefitsTake possession of the Facilities without termination of this Agreement, and use its best efforts to sublease the Facilities for the account of the Company, holding the Company liable for the difference between the rentals and other amounts received from the sublessee and the Lease Payments and other amounts payable by the Company hereunder. (Dc) all other payments due under Terminate this Lease Agreement; provided, howeverexclude the Company from possession of the Facilities, that if an and use its best efforts to lease or sell the Equipment and Improvements to another for the account of the Company, holding the Company liable for the difference between the rentals or purchase price received and the amounts which would have been receivable hereunder. Whenever any Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred occurs and be is continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to if the Company Credit is not in effect, the Issuer or the taking Trustee may, and upon the request of any other action by the Agency; Holders owning not less than twenty-five percent (ii25%) terminate this Lease Agreement and the Company Leaseprincipal amount of all Bonds Outstanding shall, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officetake whatever action, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which equity, as may appear necessary or desirable to collect the payments then due enforce performance and observance of any obligation, agreement or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants covenant of the Company under this Lease Agreement. (b) No . Any amounts collected pursuant to action taken pursuant to under this Section 10.2 (including termination shall be paid into the Bond Fund, except as provided in the Indenture, and applied in accordance with the provisions of the Lease AgreementIndenture, or if the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture) shall relieve and all sums owing hereunder by the Company from its obligation to make all payments required by Section 4.3 hereof or due the Issuer have been paid, the amount so collected shall be paid first to the Credit Provider to the extent of any amounts owing under the Reimbursement Agreement and owing PILOT Payments or Recapture Benefitsthen to the Company.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency may take, to the extent permitted by law, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Facility Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreement. (b) No action taken pursuant to this Section 10.2 (including termination of the this Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Recaptured Benefits.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 9.1 shall have occurred and be continuing, the Agency may take, to the extent permitted by law, take any one or more of the following remedial steps: (i) declareThe Agency may terminate this Agreement (with the effect that the Term shall be deemed to have expired on such date of termination as if such date were the original Expiration Date of this Agreement) in which case this Agreement and all of the estate, by written notice right, title and interest herein granted or vested in the Lessee shall cease and terminate, and convey all of the Agency’s right, title and interest in the Facility to the CompanyLessee, to be immediately due which the Agency may accomplish by executing and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officerecording, at the sole cost and expense of the Company and in such event Lessee, lease termination agreements to terminate the Company Lease and this Agreement of record as required by law and a ▇▇▇▇ of sale for the conveyance of the Facility Personalty to the Lessee (to the extent of any interest, if any, of the Agency in the Facility Personalty). The Lessee hereby waives delivery and acceptance of such lease termination documents agreements as a condition to their validity, and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), ) with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; oragreements; (ii) The Agency may bring an action for damages, injunction or specific performance; (iii) The Agency may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments Rental Payments then due due, or thereafter to become due hereunder, and to enforce the performance or observance of any obligations, agreements and or covenants of the Company Lessee under this Lease Agreement; or (iv) The Agency may suspend or terminate its authorization hereunder and pursuant to any Sales Tax Agent Authorization Letter with respect to the Sales Tax Exemption. (b) No action taken pursuant to this Section 10.2 9.2 (including termination of the Lease Agreementthis Agreement pursuant to this Section 9.2 or by operation of law or otherwise) shall shall, except as expressly provided herein, relieve the Company Lessee from its obligation the Lessee’s obligations hereunder, including the obligations of the Lessee under Sections 5.1 (until such time as a Cessation Date occurs and, by reason thereof, the Lessee shall again pay Real Estate Taxes with respect to make the Facility Realty), 5.2, 5.4, 8.2, 8.24, 9.2, 9.6, 9.7, 9.8, 11.4, 11.5, 11.6, 11.11, 11.13 and 11.14, all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefitsof which shall survive any such action.

Remedies on Default. On the occurrence of any Event of Default, the Lender may exercise any one or more of the following remedies as the Lender, in it sole discretion, shall elect: (a) Whenever any Event Declare the unpaid portion of Default shall have occurred the principal component of the Installment Payments then outstanding immediately due and be continuingpayable without notice or demand to the City; (b) Proceed by appropriate court action to enforce performance by the City of the applicable covenants of this Contract or to recover for the breach thereof; (c) Exercise all the rights and remedies of a secured party under the general laws of the State with respect to the enforcement of the security interest granted or reserved hereunder including, the Agency may takewithout limitation, to the extent permitted by law, any one or more and take possession of the following remedial steps: (i) declareEquipment without any court order or other process of law, by written notice to sell or make other disposition of the Company, to be immediately due and payable, whereupon Equipment in a commercially reasonable manner for the same shall become immediately due and payable: (A) all unpaid installments account of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefitsthe City, and (D) apply the proceeds of any such sale or other disposition, after deducting all costs and expenses, including court costs and attorneys’ fees, incurred with the recovery, repair, storage and other payments sale or other disposition, toward the balance due under this Lease Agreement; providedContract and, howeverthereafter, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice pay any remaining proceeds to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company LeaseCity. NOTWITHSTANDING ANY OTHER PROVISIONS HEREIN, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorizationIT IS THE INTENT OF THE PARTIES HERETO TO COMPLY WITH GENERAL STATUTES OF NORTH CAROLINA SECTION 160A-20. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officeNO DEFICIENCY JUDGMENT MAY BE ENTERED AGAINST THE CITY IN FAVOR OF THE LENDER IN VIOLATION OF SECTION 160A-20 INCLUDING, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest)WITHOUT LIMITATION, with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease AgreementANY 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 MONEY TO PAY IN FULL ALL REMAINING OBLIGATIONS UNDER THIS CONTRACT. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.

Remedies on Default. (a) Whenever any Event of Default exists, Lessor shall have occurred and be continuingthe right, the Agency may takeat its sole option without any further demand or notice, to the extent permitted by law, any take one or more any combination of the following remedial steps: (ia) declare, by By written notice to ▇▇▇▇▇▇, Lessor may declare all Rental Payments payable by ▇▇▇▇▇▇ and other amounts payable by Lessee hereunder to the Company, end of the then current Original Term or Renewal Term to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and due; (b) hereofWith or without terminating the Lease Term, Lessor may enter the premises where the Equipment is located and retake possession of such Equipment or require Lessee at Lessee’s expense to promptly return any or all of such Equipment to the possession of Lessor at such place within the United States as Lessor shall specify, and sell or lease such Equipment or, for the account of Lessee, sublease such Equipment, continuing to hold Lessee liable, but solely from legally available funds, for the difference between (Bi) all unpaid the Rental Payments payable by ▇▇▇▇▇▇ and past due PILOT Paymentsother amounts hereunder or the Equipment that are payable by Lessee to the end of the then current Original Term or Renewal Term, (C) all due and owing Recapture Benefitsas the case may be, and (Dii) the net proceeds of any such sale, leasing or subleasing (after deducting all other payments due under this Lease Agreement; providedexpenses of Lessor in exercising its remedies hereunder , including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing such Equipment and all brokerage, auctioneer’s and attorney’s fees), subject, however, that if an to the provisions of Section 3.03. The exercise of any such remedies respecting any such Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking not relieve Lessee of any other action by liabilities hereunder or the AgencyEquipment; (iic) Lessor may terminate this Lease the Acquisition Fund Agreement and apply any proceeds in the Company Lease, reconvey the Equipment Acquisition Fund to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documentsRental Payments due hereunder; orand (iiid) Lessor may take any other whatever action at law or in equity which may appear necessary or desirable to collect enforce its rights under this Agreement or the payments then due Acquisition Fund Agreement or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants as a secured party in any or all of the Company under this Lease AgreementEquipment or the Acquisition Fund. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.

Remedies on Default. (a) Whenever Subject to Section 7.1 hereof, whenever any Loan Default Event of Default shall have occurred and shall be continuing, the Agency may take, to the extent permitted by law, any one or more of the following remedial steps:, (ia) declareThe Trustee, by written notice to the CompanyAuthority, the Company and the Credit Provider, if any, may declare the unpaid balance of the loan payable under Section 4.2(a) of this Agreement to be due and payable immediately, provided that concurrently with or prior to such notice the unpaid principal amount of 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, whereupon payable as determined in accordance with Section 7.01 of the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and Indenture. (b) hereofThe Authority or the Trustee may have access to and may inspect, (B) examine and make copies of the books and records relating to the transactions contemplated hereby and any and all unpaid accounts, data and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent federal income tax and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense tax returns of the Company and in such event relating to the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; ortransactions contemplated hereby. (iiic) The Authority or the Trustee may take any other whatever action at law or in equity which as may appear be necessary or desirable to collect the payments and other amounts then due or and thereafter to become due hereunder, and or to enforce the obligationsperformance and observance of any obligation, agreements and covenants agreement or covenant of the Company under this Lease Agreement. (bd) No Notwithstanding any contrary provision in this Agreement or the Indenture, the Authority shall have the right to take any action taken or make any decision with respect to proceedings for indemnity against the liability of the Authority and for collection or reimbursement from sources other than moneys or property held under this Agreement or the Indenture. The Authority may enforce its rights under this Agreement and the Indenture which have not been assigned to the Trustee by legal proceedings for the specific performance of any obligation contained herein or for the enforcement of any other appropriate legal or equitable remedy, and may recover damages caused by any breach by the Company of its obligations to the Authority under this Agreement or the Indenture, including court costs, reasonable attorney’s fees and other costs and expenses incurred in enforcing such obligations. (e) If applicable, the Trustee shall have the right to immediately draw upon any Letter of Credit, if permitted by its terms and required by the terms of the Indenture, and apply the amount so drawn in accordance with the Indenture and may exercise any remedy available to it thereunder. In case the Trustee or the Authority shall have proceeded to enforce its rights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or the Authority, then, and in every such case, the Company, the Trustee and the Authority shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the Trustee and the Authority shall continue as though no such action had been taken. The Company covenants that, in case a Loan Default Event shall occur with respect to the payment of any Loan Payment payable under Section 4.2(a) hereof, then, upon demand of the Trustee, the Company will pay to the Trustee the whole amount that then shall have become due and payable under said Section, with interest on the amount then overdue with respect to principal at the rate then borne by the Bonds on the day prior to the occurrence of such default. In the case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee shall be entitled and empowered to institute any action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company and collect in the manner provided by law the moneys adjudged or decreed to be payable. In case proceedings shall be pending for the bankruptcy or for the reorganization of the Company under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Company or in the case of any other similar judicial proceedings relative to the Company, or the creditors or property of the Company, then the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Section 10.2 (including termination 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 Lease Agreement) shall relieve Trustee allowed in such judicial proceedings relative to the Company from Company, its obligation 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 is hereby authorized to make all such payments required 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. In the event the Trustee incurs expenses or renders services in any proceedings which result from a Loan Default Event under Section 4.3 hereof 7.1(d) hereof, or due from any default which, with the passage of time, would become such Loan Default Event, the expenses so incurred and owing PILOT Payments compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or Recapture Benefitsequivalent law.

Remedies on Default. (a) Whenever Upon the occurrence and continuance of any Event of Default described in clause (a) of Section 8.1 hereof, the Trustee, as the holder of the First Mortgage Bonds, shall, subject to the provisions of the Indenture, have the rights provided in the Company Mortgage. (b) Upon the occurrence and continuance of any Event of Default described in Section 8.1 hereof, and further upon the condition that, in accordance with the terms of the Indenture, the Bonds shall have become immediately due and payable pursuant to any provision of the Indenture, the Loan Payments required to be paid pursuant to Section 5.2 hereof shall, without further action, become and be immediately due and payable. (c) Upon the occurrence and continuance of any Event of Default, the Issuer with the prior consent of the Trustee, or the Trustee, may take any action at law or in equity (including as a holder of the First Mortgage Bonds) to collect the payments then due and thereafter to become due hereunder, or to enforce performance and observance of any obligation, agreement or covenant of the Company under this Agreement. (d) Any amounts collected pursuant to action taken under this Section shall be applied in accordance with the Indenture. (e) In case any proceeding taken by the Issuer or the Trustee on account of any Event of Default shall have occurred and be continuingbeen discontinued or abandoned for any reason, the Agency may take, or shall have been determined adversely to the extent permitted by lawIssuer or the Trustee, any one or more then and in every such case the Issuer and the Trustee shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement Issuer and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency Trustee shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in continue as though no such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreementproceeding had been taken. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.

Remedies on Default. (a) Whenever any Event of Default exists under any Lease, Lessor shall have occurred and be continuingthe right, the Agency may takeat its sole option without any further demand or notice, to the extent permitted by law, any take one or more any combination of the following remedial steps:steps with respect to any or all Leases with an Event of Default under this Agreement, including those with an Event of Default pursuant to Section 12.01(d) (each a “Defaulted Lease”): (ia) declare, by By written notice to Lessee, Lessor may declare all Rental Payments payable by Lessee pursuant to one or more Defaulted Leases and other amounts payable by Lessee under each such Defaulted Lease to the Company, end of the then current Original Term or Renewal Term to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and ; (b) hereofWith or without terminating the Lease Term under any one or more Defaulted Leases, Lessor may enter the premises where the Equipment listed in any one or more of each such Defaulted Leases is located and retake possession of such Equipment or require Lessee at Lessee’s expense to promptly return any or all of such Equipment to the possession of Lessor at such place within the United States as Lessor shall specify, and sell or lease such Equipment or, for the account of Lessee, sublease such Equipment, continuing to hold Lessee liable, but solely from legally available funds, for the difference between (Bi) all unpaid the Rental Payments payable by Lessee pursuant to each such Defaulted Lease and past due PILOT Paymentsother amounts related to each such Defaulted Lease that are payable by Lessee to the end of the then current Original Term or Renewal Term, (C) all due and owing Recapture Benefitsas the case may be, and (Dii) the net proceeds of any such sale, leasing or subleasing (after deducting all other payments due expenses of Lessor in exercising its remedies under this Lease Agreement; providedeach such Defaulted Lease, including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing such Equipment and all brokerage, auctioneer’s and attorney’s fees), subject, however, that if an to the provisions of Section 3.03 of this Agreement. The exercise of any such remedies respecting any such Event of Default specified in Section 10.1(a)(vii) hereof under any such Defaulted Lease shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking not relieve Lessee of any other action by the Agency; (ii) terminate this liabilities under each such Defaulted Lease Agreement and the Company Lease, reconvey the Equipment or any other Lease that Lessor determines not to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents treat as a Defaulted Lease or with respect to the Facility and Equipment listed therein; (c) Lessor may terminate the Escrow Agreement relating to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance any one or more of such lease termination documents Defaulted Leases and apply any proceeds in each such applicable Escrow Account thereunder to the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed Rental Payments scheduled to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording paid under any one or more of such lease termination documentsDefaulted Leases as Lessor shall determine; orand/or (iiid) Lessor may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments then due enforce its rights under any one or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants more of such Defaulted Leases or each such Escrow Agreement relating thereto or as a secured party in any or all of the Company under this Lease AgreementEquipment subject to any one or more of such Defaulted Leases or with respect to the related Escrow Account for one or more of such Defaulted Leases. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency may take, to the extent permitted by law, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk Dutchess County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-attorney- in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreement. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Recaptured Benefits.

Remedies on Default. If any of the Events of Default hereinabove specified shall occur, Landlord, at any time thereafter, shall have and may exercise any of the following rights and remedies: (a) Whenever any Event of Default shall have occurred Landlord may, on no less than thirty (30) days prior written notice thereof to Tenant, terminate this Lease and, peaceably or pursuant to appropriate legal proceedings, re-enter, retake and be continuing, the Agency may take, to the extent permitted by law, any one or more resume possession of the following remedial steps: Premises for Landlord’s own account and, for Tenant’s breach of and default under this Lease, recover from Tenant any and all rents and other sums and damages due or in existence at the time of such termination, including, without limitation, (i) declareall unaccelerated Rent and other sums, by written notice to the Companycharges, payments, costs and expenses agreed and/or required to be immediately due and payablepaid by Tenant to Landlord hereunder, whereupon the same shall become immediately due and payable: (Aii) all unpaid installments reasonable documented costs and expenses of rent payable pursuant to Section 4.3(a) Landlord in connection with the recovery of possession of the Premises, including reasonable attorneys’ fees and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefitscourt costs, and (Diii) all other payments due under this Lease Agreement; providedreasonable documented costs and expenses of Landlord in connection with any reletting or attempted reletting of the Premises or any part or parts thereof, howeverincluding, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred without limitation, brokerage fees, attorneys’ fees and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking cost of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law alterations or in equity repairs which may appear necessary be reasonably required to so relet the Premises, or desirable to collect the payments then due any part or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreementparts thereof. (b) No action taken Landlord may, pursuant to any prior notice required by law, and without terminating this Section 10.2 Lease, peaceably or pursuant to appropriate legal proceedings, re-enter, retake and resume possession of the Premises for the account of Tenant, make such alterations of and repairs to the Premises as may be reasonably necessary in order to relet the same or any part or parts thereof and relet or attempt to relet the Premises 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 Lease), at such rents and upon such other terms and provisions as Landlord, in its sole, but reasonable, discretion, may deem advisable. Landlord shall use reasonable efforts to mitigate its damages. If Landlord relets or attempts to relet the Premises, Landlord shall at its sole discretion determine the terms and provisions of any new lease or sublease and whether or not a particular proposed new tenant or sublessee is acceptable to Landlord. Upon any such reletting, all rents received by the Landlord from such reletting shall be applied, (i) first, to the payment of all costs and expenses of recovering possession of the Premises, (ii) second, to the payment of any costs and expenses of such reletting, including brokerage fees, attorneys’ fees and the cost of any alterations and repairs reasonably required for such reletting; (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 Rents as the same may become due and payable hereunder. If the rents received from such reletting during any period shall be less than that 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 recovery and collection of the same. Such deficiency shall be calculated and paid at the time each payment of rent shall otherwise become due under this Lease, or, at the option of Landlord, at the end of the Term of this Lease. Landlord shall, in addition, be immediately entitled to s▇▇ for and otherwise recover from Tenant any other damages occasioned by or resulting from any abandonment of the Premises or other breach of or default under this Lease other than a default in the payment of rent. No such re-entry, retaking or resumption of possession of the Premises by the Landlord for the account of Tenant shall be construed as an election on the part of Landlord to terminate this Lease unless a written notice of such intention shall be given to the Tenant or unless the termination of this Lease be decreed by a court of competent jurisdiction. Notwithstanding any such re-entry and reletting or attempted reletting of the Premises 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 Lease Agreementor pursue any other remedy available to Landlord for Tenant’s previous breach of or default under this Lease. (c) shall relieve Landlord may, without re-entering, retaking or resuming possession of the Company Premises, s▇▇ for all Rent and all other sums, charges, payments, costs and expenses due from Tenant to Landlord hereunder either: (i) as they become due under this Lease, taking into account that Tenant’s right and option to pay the Rent hereunder on a monthly basis in any particular Lease Year is conditioned upon the absence of a default on Tenant’s part in the performance of its obligation obligations under this Lease, 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 Lease (the “Accelerated Rent Amount”), as well as all other sums, charges, payments, costs and expenses required to make 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 payments required by Section 4.3 hereof or sums due and owing PILOT Payments payable under this Lease 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 then proceed to recover and collect the Present Value, as defined herein, of the Accelerated Rent Amount, and interest on said amount and other sums so sued for from Tenant by distress, levy, execution or Recapture Benefitsotherwise. As used herein, “Present Value” shall mean Accelerated Rent Amount discounted at a discount rate equal to the yield on the ten (10) year U.S. Treasury Note.

Remedies on Default. (a) Whenever any Upon the occurrence of an uncured Event of Default shall have occurred and be continuingunder this Agreement, the Agency Lender, at its option, may take, to the extent permitted by law, any one or more declare all of the following remedial steps: (i) declareobligations and liabilities secured by this Agreement, by written notice to including without limitation the CompanyNotes, to be immediately due and payable, whereupon without demand or notice to Borrower or any guarantor of any obligations of Borrower. The obligations and liabilities accelerated thereby shall bear interest at the same shall become immediately due and payable: (A) all unpaid installments lower of rent payable pursuant to Section 4.3(a) and (b) hereof18% per annum or the maximum rate allowed by applicable law. Upon such declaration of default, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof Lender shall have occurred all of the rights and be continuingremedies of a secured party under the Uniform Commercial Code, such installments of rent and other payments due or under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by applicable law, including without limitation the Agency; right to (i) with or without legal process, to enter any premises where the Collateral may be and take possession and/or remove said Collateral from said premises, (ii) terminate this Lease Agreement sell the Collateral at public or private sale, in whole or in part, and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate bid and purchase at said sale, (iii) lease termination documents with respect or otherwise dispose of all or part of the Collateral, applying proceeds therefrom to the Facility 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 place discharge the same on record obligations then in default, third to discharge any other obligations of Borrower to Lender under this Agreement or any Note, whether as obligor, endorser, or otherwise, fourth to expenses incurred in paying or settling liens and claims against the Suffolk County Clerk’s officeCollateral, at fifth to Borrower, if there exists any surplus. Any notice which Lender is required to give to Borrower under the sole cost and expense Uniform Commercial Code of the Company time and in such event place of any public sale or the Company waives delivery and acceptance time after which any private sale or other intended disposition of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment Collateral is to be made shall be deemed to be an agency coupled with an interest), with full power constitute reasonable notice if such notice is mailed by registered or certified mail to the last known address of substitution Borrower at least five (5) days prior to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreementaction. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.

Remedies on Default. (a) Whenever Upon the occurrence and continuance of any Event of Default described in clause (a) of Section 8.1 hereof, the Trustee, as the holder of the Collateral Trust Mortgage Bonds, shall, subject to the provisions of the Indenture, have the rights provided in the Company Mortgage. (b) Upon the occurrence and continuance of any Event of Default described in Section 8.1 hereof, and further upon the condition that, in accordance with the terms of the Indenture, the Bonds shall have become immediately due and payable pursuant to any provision of the Indenture, the Loan Payments required to be paid pursuant to Section 5.2 hereof shall, without further action, become and be immediately due and payable. (c) Upon the occurrence and continuance of any Event of Default, the Authority with the prior consent of the Trustee, or the Trustee, may take any action at law or in equity (including as a holder of the Collateral Trust Mortgage Bonds) to collect the payments then due and thereafter to become due hereunder, or to enforce performance and observance of any obligation, agreement or covenant of the Company under this Agreement. (d) Any amounts collected pursuant to action taken under this Section shall be applied in accordance with the Indenture. (e) In case any proceeding taken by the Authority or the Trustee on account of any Event of Default shall have occurred and be continuingbeen discontinued or abandoned for any reason, the Agency may take, or shall have been determined adversely to the extent permitted by lawAuthority or the Trustee, any one or more then and in every such case the Authority and the Trustee shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement Authority and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency Trustee shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in continue as though no such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreementproceeding had been taken. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.

Remedies on Default. (a) Whenever any Event event of Default default referred to in Section 6.1 hereof shall have occurred happened and be continuing, the Agency may takeTrustee, to the extent permitted by law, any one or more as assignee of the following remedial stepsIssuer: (ia) declareshall, by written notice in writing to the Company, declare the unpaid indebtedness under Section 4.2(a) hereof to be due and payable immediately, if concurrently with or prior to such notice the unpaid principal amount of the Bonds shall have been declared to be due and payable, and upon any such declaration the same (being an amount sufficient, together with other moneys available therefor in the Bond Fund, to pay the unpaid principal of, premium, if any, and interest accrued on, the Bonds) shall become and shall be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and as liquidated damages; and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments and other amounts then due or and thereafter to become due hereunder, and hereunder or to enforce the obligationsperformance and observance of any obligation, agreements and covenants agreement or covenant of the Company under this Lease Agreement. . Any amounts collected pursuant to action taken under this Section 6.2 shall be paid into the Bond Fund (bunless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) 6.2 shall relieve the Company from the Company’s obligations pursuant to Section 4.2 hereof. No recourse shall be had for any claim based on this Agreement against any officer, director or stockholder, past, present or future, of the Company as such, either directly or through the Company, under any constitutional provision, statute or rule of law, or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise. Nothing herein contained shall be construed to prevent the Issuer from enforcing directly any of its obligation to make all payments required rights under Sections 4.2(e), 4.2(g) and 6.4 hereof. The Company shall promptly notify the Issuer of any action taken by the Company under the grant of authority from the Issuer under the last paragraph of Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits9.01 of the Indenture.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 9.1 shall have occurred and be continuing, the Agency may take, to the extent permitted by law, take any one or more of the following remedial steps: (i) declareThe Agency may terminate this Agreement (with the effect that the Term shall be deemed to have expired on such date of termination as if such date were the original Expiration Date of this Agreement) in which case this Agreement and all of the estate, by written notice right, title and interest herein granted or vested in the Lessee shall cease and terminate, and convey all of the Agency’s right, title and interest in the Facility to the CompanyLessee, to be immediately due which the Agency may accomplish by executing and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officerecording, at the sole cost and expense of the Company and in such event Lessee, lease termination agreements to terminate the Company Lease and this Agreement of record as required by law and a ▇▇▇▇ of sale for the conveyance of the Facility Personalty to the Lessee (to the extent of any interest, if any, of the Agency in the Facility Personalty). The Lessee hereby waives delivery and acceptance of such lease termination documents agreements as a condition to their validity, and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), ) with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; oragreements; (ii) The Agency may bring an action for damages, injunction or specific performance; (iii) The Agency may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments Rental Payments then due due, or thereafter to become due hereunder, and to enforce the performance or observance of any obligations, agreements and or covenants of the Company Lessee under this Lease Agreement; (iv) The Agency may suspend or terminate its authorization hereunder and pursuant to any Sales Tax Agent Authorization Letter with respect to the Sales Tax Exemption; or (v) The Agency may require the Lessee to pay, as if the date of demand by the Agency were the Expiration Date, any NPV-PILOMRT that may be due under and in accordance with Section 5.3(d)(y). (b) No action taken pursuant to this Section 10.2 9.2 (including termination of the Lease Agreementthis Agreement pursuant to this Section 9.2 or by operation of law or otherwise) shall shall, except as expressly provided herein, relieve the Company Lessee from its obligation the Lessee’s obligations hereunder, including the obligations of the Lessee under Sections 5.1 (until such time as a Cessation Date occurs and, by reason thereof, the Lessee shall again pay Real Estate Taxes with respect to make the Facility Realty), 5.2, 5.3, 5.4, 8.2, 9.2, 9.6, 9.7, 9.8, 11.4, 11.5, 11.6, 11.11, 11.13 and 11.14, all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefitsof which shall survive any such action.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuingreferred to in Section 8.1 of this Agreement occurs, the Agency non-defaulting party may take, to the extent permitted by law, take any one or more of the following remedial steps: (i) declare, by actions after providing 30 days written notice to the Companydefaulting party of the Event of Default, but only if the Event of Default has not been cured within said thirty days or, if the Event of Default is by its nature incurable within 30 days, the defaulting party does not provide assurances to the non-defaulting party reasonably satisfactory to the non-defaulting party that the Event of Default will be immediately due cured and payablewill be cured as soon as reasonably possible: (a) Suspend its performance under this Agreement, whereupon including refusing to close on the same shall become immediately due Development Property, until it receives assurances from the defaulting party, deemed adequate by the non-defaulting party, that the defaulting party will cure its default and payable: continue its performance under this Agreement; (Ab) all unpaid installments Terminate or rescind this Agreement; (c) If the default occurs prior to completion of rent payable the Minimum Improvements, the Authority may withhold the Certificate of Completion and Release of Forfeiture; (d) If the default occurs prior to issuance of the Certificate of Completion and Release of Forfeiture, revest title in the name of the Authority pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under 8.3 of this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (iie) terminate this Lease Agreement and the Company LeaseTake whatever action, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officeincluding legal or administrative action, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to the non-defaulting party to collect the any payments then due under this Agreement, or thereafter to become due hereunder, and to enforce the obligationsperformance and observance of any obligation, agreements and covenants agreement, or covenant of the Company defaulting party under this Lease Agreement; and (f) If the Developer’s default occurs prior to the Date of Closing, the Authority may retain any and all ▇▇▇▇▇▇▇ money paid by the Developer pursuant to Section 3.1 of this Agreement. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.1 hereof shall have occurred and be continuing, the Agency may take, to the extent permitted by law, take any one or more of the following remedial steps: (ia) declareThe Agency may terminate this Agreement (with the effect that the term of this Agreement shall be deemed to have expired on such date of termination as if such date were the original expiration date of this Agreement) in which case this Agreement and all of the estate, by written notice right, title and interest herein granted or vested in the Lessee shall cease and terminate, and upon any such termination and provided that any amounts due to the CompanyAgency under Section 4.3 or 8.5 hereof have been paid, to be immediately due the Agency shall convey all of the Agency’s right, title and payable, whereupon interest in the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice Facility to the Company or Lessee, which the taking of any other action Agency may accomplish by the Agency; (ii) terminate this Lease Agreement executing and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officerecording, at the sole cost and expense of the Company Lessee, a bargain and in such event sale deed without covenants against grantors acts therefor as required by law, and a bill of sale, and the Company Lessee hereby waives delivery and acceptance of such lease termination documents deed and the Company hereby bill of sale as a condition to its validity, and appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), ) with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documentsdeed; (b) The Agency may bring an action for damages, injunction or specific performance; (c) The Agency may suspend or terminate the Sales Tax Letter or require the Lessee and the Sublessee to surrender the Sales Tax Letter to the Agency for cancellation; (d) The Agency may require the Lessee to make payments in lieu of real estate taxes under Section 4.3 hereof with respect to the Facility Realty in an amount equal to that amount which the Lessee would otherwise be required to pay if it were the owner of the Facility Realty (with credit given for those amounts theretofore paid by Lessee); or (iiie) The Agency may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments Rental Payments then due due, or thereafter to become due hereunder, and to enforce the performance or observance of any obligations, agreements and or covenants of the Company Lessee under this Lease Agreement. (b) . No action taken pursuant to this Section 10.2 7.2 (including termination of the Lease Agreementthis Agreement pursuant to this Section 7.2 or by operation of law or otherwise) shall shall, except as expressly provided herein, relieve the Company Lessee from its obligation to make the Lessee’s obligations hereunder, including without limitation, the obligations of the Lessee under Sections 4.3 (until such time as the Lessee shall again pay taxes as the record owner of the Facility Realty), 6.2, 6.3, 8.5, 9.13 and 9.15 hereof, all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefitsof which shall survive any such action.

Remedies on Default. (a) Whenever If any Event of Default shall have occurred occur and be continuingcontinuing or shall exist, the Agency Trustee may take, (i) to the full extent permitted by law, take possession and control of all or any part of the Collateral and Proceeds thereof and books and records pertaining thereto, with or without judicial process, and, (ii) after ten days prior written notice, proceed to exercise one or more of the following remedial steps: rights and remedies accorded to a secured party by the UCC and otherwise by law or by the terms of the Indenture or this Agreement. Trustee's rights and remedies shall include, without limitation, the power (i) declareto sell, by written notice lease, assign, give options to purchase or otherwise dispose of and deliver all or any portion of the Collateral at public or private sale or sales at such place and time and on such terms as Trustee may see fit (subject to the Companyrequirements of applicable law, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(aincluding commercial reasonableness) and (bii) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event to endorse in the name of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of Pledgor any instrument representing Collateral. Without precluding any other action by methods sale, the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense sale of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment Collateral shall be deemed to have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of secured lenders disposing of similar property, but in any event, Trustee may sell the Collateral on such terms as Trustee may choose without assuming any credit risk and without any obligation to advertise or give notice of any kind not expressly required under this Agreement or by the UCC or otherwise. All of the rights and remedies of Trustee under this Agreement shall be an agency coupled with an interest)cumulative and not exclusive of other rights and remedies which it otherwise would have, with full power whether under the Note, the UCC or otherwise. Trustee shall not be under any obligation to ▇▇▇▇▇▇▇▇ any assets in favor of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take Pledgor or any other action at law Person or against or in equity which may appear necessary payment of all or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants any part of the Company under this Lease AgreementSecured Obligations. (b) No action taken pursuant to this Section 10.2 (including termination Pledgor agrees that in any sale of any of the Lease AgreementCollateral, Trustee is authorized to comply with any limitation or restriction in connection with such sale which it is advised by its counsel is appropriate (i) to avoid violation of applicable law (including, without limitation, procedures restricting the number of prospective bidders and purchasers, requiring that prospective bidders and purchasers have certain qualifications and restricting prospective bidders and purchasers to persons who shall relieve represent and agree that they are purchasing for their own account for investment and not with a view to the Company from its distribution or resale of any Pledged Securities or Equity Rights they purchase), or (ii) to obtain any required approval of such sale or of a purchase of such sale by any governmental regulatory authority or official. Pledgor further agrees that such compliance shall not result in any such sale being deemed not to have been made in a commercially reasonable manner, nor shall Trustee be liable or accountable to Pledgor for any discount allowed by reason of the fact that any Pledged Securities or Equity Rights are sold in compliance with any such limitation or restriction. Trustee shall be under no obligation to make delay the sale of any of the Collateral for the period of time necessary to permit either Pledgor or any Subsidiary to register securities for public sale under the Securities Act of 1933, as amended from time to time, or under applicable state securities laws, even if Pledgor would agree to do so. (c) If any Event of Default shall occur and be continuing or shall exist, Trustee shall have the right, in addition to all payments required other rights and remedies available to it, hereunder or otherwise, without notice to Pledgor to set-off against and to appropriate and apply to the unpaid balance of the Notes and all other Secured Obligations, any obligations owing to Pledgor by Section 4.3 hereof Trustee and any funds held in any manner for the account of Pledgor by Trustee, and Trustee is hereby granted a security interest in and lien on all such obligations for such purpose. Such set-off rights shall exist whether or due not Trustee shall have made any demand under this Agreement, the Notes or any other secured obligations and owing PILOT Payments whether the Notes and such other obligations are matured or Recapture Benefitsunmatured.

Remedies on Default. (a) Whenever any an Event of Default shall have occurred and be continuing, the Agency may take, Hibernia shall be entitled to the extent permitted by law, any one or more exercise all of the following remedial stepsrights and remedies available to a secured party under the Commercial Laws -- Secured Transactions as set forth in La. R.S. 10-9:901 et seq., all rights and remedies under any Obligation, all rights and remedies available to it under the Related Agreement and all rights and remedies available to it under this Agreement, including, without limitation, the right, from time to time, without demand or notice of any kind, to: (ia) declare, by written notice direct the Cottonport Bank to freeze the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense balances of the Company Casino Bank Accounts and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed not permit any further withdrawals or transfers therefrom unless otherwise instructed by Hibernia to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreement.do so; (b) No take any action taken pursuant that Hibernia may deem necessary or desirable in order to this Section 10.2 (including termination realize on the Collateral, including, the authority to endorse in the name of the Lease AgreementTribe without recourse to the Tribe any checks, drafts, notes or other instruments or documents received in payment of or on account of the Gross Receipts; and (c) exercise any and all other rights, remedies and privileges it may have under this Agreement and under any Obligation. Any proceeds received by Hibernia from the exercise of any remedy shall relieve be applied by Hibernia (i) first to the Company from payment by Hibernia of all expenses of the exercise of such remedies, including the reasonable attorneys' fees and legal expenses incurred in connection therewith by Hibernia, (ii) second, to the payment of the Obligations in such order and in such manner as Hibernia may, in its obligation discretion, determine, and (iii) third, any surplus after such application shall be delivered to make all payments the Enterprise, except as otherwise required by Section 4.3 hereof law or due and owing PILOT Payments or Recapture Benefitsas a court of competent jurisdiction may direct. The Entities agree to pay all reasonable expenses incurred by Hibernia in connection with the exercise of any remedy hereunder, including the reasonable attorneys' fees incurred in connection therewith by Hibernia.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 9.1 shall have occurred and be continuing, the Agency may take, terminate this Agreement (with the effect that the term of this Agreement shall be deemed to have expired on such date of termination as if such date were the extent permitted original Expiration Date of this Agreement) by law, any one or more delivery of the following remedial steps: (i) declare, by written notice to Lessee specifying the Companydate of termination (which in no event may be less than ten (10) days or more than sixty (60) days from the date of the notice) in which case, to be immediately due and payable, whereupon so long as the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an applicable Event of Default specified is continuing on the date of termination, this Agreement and all of the estate, right, title and interest herein granted or vested in Section 10.1(a)(vii) hereof the Lessee shall have occurred cease and be continuingterminate, such installments and convey all of rent the Agency’s right, title and other payments due under this Lease Agreement shall become immediately due and payable without notice interest in the Facility Realty to the Company or Lessee, which the taking of any other action Agency may accomplish by the Agency; (ii) terminate this Lease Agreement executing and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officerecording, at the sole cost and expense of the Company and in such event Lessee, lease termination agreements to terminate the Company Lease, this Agreement and the other Project Documents of record as required by law. The Lessee hereby waives delivery and acceptance of such lease termination documents agreements as a condition to their validity, and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), ) with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreementagreements. (b) No action taken pursuant Whenever any Event of Default referred to this in Section 10.2 (including termination 9.1 shall have occurred and be continuing during the Initial Term, the Agency may take any one or more of the Lease Agreementfollowing remedial steps in addition to the remedy provided in Section 9.2(a): (i) shall relieve The Agency may bring an action for damages, injunction or specific performance; (ii) The Agency may increase the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing amount of PILOT Payments or Recapture Benefits.payable under Section

Remedies on Default. (a) Whenever any Lease Event of Default shall have occurred happened and be continuing, the Agency Trustee may take, to the extent permitted by law, any take one or more any combination of the following remedial steps: (a) terminate the Lease Term and give notice to CDOT to vacate the Leased Property in the manner provided in Section 4.02(b) hereof; (b) sell or lease its interest in all or any portion of the Leased Property; (c) recover any of the following from CDOT that is not recovered pursuant to Section 12.02(b) above: (i) declare, by written notice to the Company, to be immediately due portion of Base Rentals and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent Additional Rentals payable pursuant to Section 4.3(a) and (b4.02(b)(ii) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Leaseportion of Base Rentals for the then current Fiscal Year that has been specifically allocated by the Transportation Commission, reconvey regardless of when CDOT vacates the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documentsLeased Property; orand (iii) the portion of the Additional Rentals for the then current Fiscal Year that has been specifically allocated by the Transportation Commission, but only to the extent such Additional Rentals are payable prior to the date, or are attributable to the use of the Leased Property prior to the date, CDOT vacates the Leased Property; (d) enforce any provision of this Lease by equitable remedy, including, but not limited to, enforcement of the restrictions on assignment, encumbrance, conveyance, transfer or succession under Article XII hereof by specific performance, writ of mandamus or other injunctive relief; and (e) take any other whatever action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, enforce its rights in and to enforce the obligations, agreements and covenants of the Company Leased Property under this Lease, subject, however, to the limitations on the obligations of CDOT set forth in Sections 6.05 and 12.03 hereof. The Trustee shall also be entitled, upon any Lease AgreementEvent of Default, to any moneys in any funds or accounts created under the Indenture (except the Rebate Fund or any defeasance escrow accounts). (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.

Remedies on Default. Subject to the terms and conditions set forth in the Intercreditor Agreement: (a) Whenever If any Event of Default shall have occurred occur and be continuingcontinuing or shall exist, the Agency Trustee may take, (i) to the full extent permitted by law, take possession and control of all or any part of the Collateral and Proceeds thereof and the books and records pertaining thereto, with or without judicial process, and (ii) after ten days prior written notice, proceed to exercise one or more of the following remedial steps: rights and remedies accorded to a secured party by the UCC and otherwise by law or by the terms of the Indenture or this Agreement. Trustee’s rights and remedies shall include, without limitation, the power to (i) declaresell, by written notice lease, assign or otherwise dispose of and deliver all or any portion of the Collateral at public or private sale or sales at such place and time and on such terms as Trustee may see fit (subject to the Companyrequirements, to be immediately due and payableincluding commercial reasonableness, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereofapplicable law), (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement endorse in the name of Grantor any Instrument representing Collateral, (iii) prosecute claims and legal actions regarding Accounts, other Receivables and General Intangibles, (iv) perform any agreement or contract which constitutes Collateral and (v) sell, assign, license, sublicense or otherwise dispose of, all right, title and interest in and to any General Intangibles included in the Company LeaseCollateral (including, reconvey without limitation, assignments, recordings, registrations and applications therefor in the Equipment to United States Patent and Trademark Office, the Company United States Copyright Office or any similar domestic or foreign office or agency) and terminate for the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents purpose of recording, registering and filing of, or accomplishing any other formality with respect to the Facility foregoing, execute and deliver any and all agreements, documents, instruments of assignment or other papers necessary or advisable to place effect such purpose. Without precluding any other methods of sale, the same on record in the Suffolk County Clerk’s office, at the sole cost and expense sale of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment Collateral shall be deemed to have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of secured lenders disposing of similar property, but in any event, Trustee may sell the Collateral on such terms as Trustee may choose without assuming any credit risk and without any obligation to advertise or give notice of any kind not expressly required under this Agreement or by the UCC or otherwise. All of the rights and remedies of Trustee under this Agreement shall be cumulative and not exclusive of other rights and remedies which it otherwise would have, whether under the Indenture, the UCC or otherwise. After the occurrence of an agency coupled with an interest)Event of Default, with full power promptly upon the request of substitution Trustee, Grantor shall assemble so much of the Collateral (including, without limitation, all books and records relating thereto) in its possession as is capable of physical delivery and make the same available to file on Trustee at such locations designated by Trustee reasonably convenient to both parties and shall permit Trustee, or Trustee’s representatives and agents, to enter any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral and to remove all or any part of the Collateral. The right of Trustee to have the Collateral assembled and made available to it is of the essence of this Agreement, and Trustee may, at its behalf all affidavitselection, questionnaires and other documentation necessary enforce such right by a ▇▇▇▇ in equity for injunctive relief for specific performance. Trustee shall not be under any obligation to accomplish the recording marshal any assets in favor of such lease termination documents; or (iii) take Grantor or any other action at law Person or against or in equity which may appear necessary payment of all or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants any of the Company under this Lease AgreementSecured Obligations. (b) No action taken pursuant to this Section 10.2 (including termination Grantor agrees that in any sale of any of the Lease Collateral, Trustee is authorized to comply with any limitation or restriction in connection with such sale which it is advised by its counsel is appropriate (i) to avoid violation of applicable law, or (ii) to obtain any required approval of such sale or of a purchase of such sale by any governmental regulatory authority or official. Grantor further agrees that such compliance shall not result in any such sale being deemed not to have been made in a commercially reasonable manner, nor shall Trustee be liable or accountable to Grantor for any discount allowed by reason of the fact that any Collateral is sold in compliance with any such limitation or restriction. (c) If any Event of Default shall occur and be continuing or shall exist, Trustee shall have the right, in addition to all other rights and remedies available to it hereunder or otherwise, without notice to Grantor, to set-off against and to appropriate and apply to the unpaid balance of the Notes and all other Secured Obligations, any obligations owing to Grantor by Trustee and any funds held in any manner for the account of Grantor by Trustee, and Trustee is hereby granted a security interest in and lien on all such obligations for such purpose. Such set-off rights shall exist whether or not Trustee shall have made any demand under this Agreement) shall relieve , the Company from its obligation to make all payments required by Section 4.3 hereof Indenture or due any other Secured Obligations and owing PILOT Payments whether the Notes and such other obligations are matured or Recapture Benefitsunmatured.

Remedies on Default. (a) Whenever any Event A. Subject to the terms and provisions of Default the Intercreditor Agreement, the Department shall have occurred and be continuing, the Agency may take, right to the extent permitted by law, exercise any one or more of the following remedial stepsremedies during the existence of an Event of Default: (i) declare, by written notice to temporarily suspend making payments of the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due Subaward under this Lease Agreement; provided, however, that if an Agreement pending correction of the Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the AgencyDevelopment Owner; (ii) terminate cease making any further payments under this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; orAgreement; (iii) take terminate this Agreement; (iv) require that the Developer, the Property Manager, the Contractor or any other action at Person providing services to the Development Owner be replaced by another contractor chosen by the Development Owner and acceptable to the Department; (v) removal of the General Partner of the Development Owner and provide for the Department or its designee, to act in its stead, pending appointment of a replacement General Partner under the organizational documents of the Development Owner; (vi) draw upon and apply any escrows and/or reserve accounts in accordance with their terms; (vii) exercise any rights it may have under the Recapture Mortgage (in the event of a default under Section 11.1(x) above) and the Security Instruments, including foreclosure of the liens thereunder; (viii) deny to the Development Owner and the principals of the Development Owner the right to participate in programs of the Department or impose penalties in accordance with the Department’s rules; and (ix) exercise any other rights and remedies that may be available under law or in equity which may appear necessary or desirable equity. B. In addition to collect the payments then due or thereafter remedies described in Section 11.2A above, the Development Owner shall, upon demand by the Department during the existence of an Event of Default, repay any amount of Exchange Program Funds previously disbursed to become due hereunder, and to enforce the obligations, agreements and covenants Development Owner under the terms of the Company under this Lease Agreement. (b) No action taken pursuant C. The Department 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 Lender, the Developer, the Development Owner, and/or any Affiliate thereof, is taking appropriate measures to correct the circumstances giving rise to the Event of Default. D. The Board may, in its sole and absolute discretion, and within the limits of federal and State law, waive any one or more rights, remedies or requirements under this Section 10.2 (including termination Agreement if it finds that waiver is appropriate to fulfill the purposes and policies of Chapter 2306 of the Lease Texas Government Code, or for good cause as determined by the Board. E. Each right and remedy provided in this Agreement is distinct from all other rights or remedies under this Agreement) , the Recapture Mortgage, the Security Agreements, or the ▇▇▇▇, or otherwise afforded by applicable law, and each shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof be cumulative and may be exercised concurrently, independently, or due and owing PILOT Payments or Recapture Benefitssuccessively, in any order.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency may takeLender shall have the right, at its sole option without any further demand or notice, to the extent permitted by law, take any one or more any combination of the following remedial stepsactions insofar as the same are available to secured parties under the laws of the State from time to time and which are otherwise accorded to the Lender: (ia) declare, by written notice to the CompanyIssuer and the Borrower, declare the entire unpaid principal amount of the Loans (and the related Obligations) then outstanding, all interest accrued and unpaid thereon and all amounts payable under this Loan Agreement to be immediately forthwith due and payable, whereupon such Loans (and the same related Obligations), all such accrued interest and all such amounts shall become immediately and be forthwith due and payable, without presentment, notice of dishonor, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower and the Issuer; (b) the obligation, if any, of the Lender to extend any further credit under any of the Loan Documents shall immediately cease and terminate; (c) exercise all rights and remedies legally available to the Lender; (d) proceed by appropriate court action to enforce performance by the Issuer or the Borrower of the applicable covenants of the Loan documents or to recover for the breach thereof, including the payment of all amounts due from the Borrower, in which event the Borrower shall pay or repay to the Lender all costs of such action or court action including without limitation, reasonable attorneys’ fees; and (e) to enforce its rights, in which event the Borrower shall pay or repay to the Lender and the Issuer all costs of such action or court action, including, without limitation, reasonable attorneys’ fees. All proceeds derived from the exercise of any rights and remedies shall be applied in the following manner: (A) all unpaid installments of rent payable FIRST, to pay the Issuer any Issuer Fees and Expenses; SECOND, to the United States any rebatable arbitrage due or accrued pursuant to Section 4.3(a148(f)(4) of the Code; THIRD, to pay (a) to the Lender the amount of all unpaid Payments, if any, which are then due and owing, together with interest and late charges thereon; and (b) hereofto the Lender any Additional Payments payable to the Lender hereunder; FOURTH, (B) to pay all proper and reasonable costs and expenses associated with the recovery, repair, storage and sale of the Collateral, including reasonable attorneys’ fees and expenses; and FIFTH, to pay the remainder of any such proceeds, purchase moneys or other amounts paid by a buyer of the Collateral or other person, to the Borrower. Notwithstanding any other remedy exercised hereunder, the Borrower shall remain obligated to pay to the Lender and the Issuer, as their interests may appear, any unpaid Payments and past due PILOT Additional Payments. To the extent permitted by applicable law, (C) all due the Borrower hereby waives any rights now or hereafter conferred by statute or otherwise which might require the Lender to use, sell, lease or otherwise dispose of the Property in mitigation of the Lender’s damages or which might otherwise limit or modify any of the Lender’s rights hereunder. All rights, powers and owing Recapture Benefitsremedies of the Lender may be exercised at any time by the Lender, as assignee of the Issuer, and (D) all other payments due under this Lease Agreement; provided, however, that if from time to time after the occurrence and continuance of an Event of Default specified Default, are cumulative and not exclusive, and shall be in Section 10.1(a)(vii) hereof addition to any other rights, powers or remedies provided by law or equity. The Borrower shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice pay or repay to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement Lender and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance Issuer all costs of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest)action or court action, with full power of substitution to file on its behalf all affidavitsincluding, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunderwithout limitation, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreementreasonable attorneys’ fees. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency may take, to the extent permitted by law, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, Recaptured Benefits and (DB) all other payments due under this Lease Project Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency;or (ii) terminate this Lease Project Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Project Agreement. (b) . No action taken pursuant to this Section 10.2 6.2 (including termination of the Lease Project Agreement) shall relieve the Company from its obligation to make all payments required by the Leaseback Agreement or the Tax Agreement or Recaptured Benefits. Notwithstanding anything to the contrary herein, prior to exercising any remedy hereunder, the Lender (as defined in the Leaseback Agreement) shall be afforded all notice and cure rights set forth in Section 4.3 hereof 9.13 of the Leaseback Agreement as if such section was set forth in full herein, as such section may be modified, amended or due supplemented, from time to time, by the Agency and owing PILOT Payments the Company. Without limitation of the foregoing or any provisions of Section 9.13 of the Leaseback Agreement, the Agency agrees to provide such Lender with all notices of default, Event of Default and/or of the occurrence of a Recapture BenefitsEvent (which notice shall be given in the manner set forth in Section 7.3 hereof) under this Project Agreement simultaneously with the giving of such notice to the Company (to the extent information regarding such Lender is provided to the Agency by the Company or the Lender). Each notice of a Recapture Event, default or Event of Default, as the case may be, given by the Agency will state the amounts of any payments herein provided that are then claimed to be in default.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency may take, to the extent permitted by law, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Recaptured Benefits, and (DC) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk Dutchess County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-attorney- in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreement. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Recaptured Benefits.

Remedies on Default. (a) Whenever any Event of Default shall have occurred by the City under Section 5.01 occurs and be is continuing, the Agency only remedy that may take, be sought from the City is strictly limited to the extent permitted by law, any one or more specific performance of the following remedial steps: (i) declareCity’s obligations set forth under the defaulted section, by written notice to or if applicable, the Company, to be immediately due and payable, whereupon remedies set forth in the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action ancillary documents referenced by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreementdefaulted section. (b) No action taken pursuant Whenever any Event of Default by the City not subject to Section 9.03 (a) occurs and is continuing, the only remedy that may be sought from the City is strictly limited to use, as applicable, of available Eligible Developer CID Funds to pay CID Eligible Developer Costs or Eligible Developer TIF Funds to pay TIF Eligible Developer Costs (i.e., the City can have no liability under this Section 10.2 Agreement that in any way extends to its general or tax funds, or any other source of funds apart from the Eligible Developer CID Funds and Eligible Developer TIF Funds derived from the Developer Project), except that, in case of any diversion by the City of Eligible Developer CID Funds or Eligible Developer TIF Funds in breach of this Agreement, the City will be obligated to restore such diverted revenues, dollar for dollar, from any lawfully available source of appropriations. (including termination c) Whenever any Event of Default by the Developer occurs and is continuing, subject to applicable cure periods, the City may (1) pursue statutory remedies and specific performance of the Lease AgreementAgreement and/or (2) shall relieve refuse to approve any further Certificates of CID Expenditures or Certificates of TIF Expenditures or make any disbursements until such Event of Default is cured by the Company from its obligation Developer and withhold any Eligible Developer CID Funds or Eligible Developer TIF Funds. Notwithstanding the foregoing, the City will be entitled to pursue any contract remedies in the event Developer fails to make all payments required by Section 4.3 hereof 5.01. Notwithstanding the foregoing, nothing in this Section 9.03 will invalidate the City’s termination right set forth in Section 3.16. (d) Notwithstanding any other provision of this Agreement to the contrary, in no event will the Developer or due the City ever be liable for any punitive, special, incidental, or consequential damages in connection with this Agreement, or otherwise. For the purposes of this Section 9.03(d), consequential damages include, but are not limited to, lost profits, lost tax revenue, or other similar losses which are not direct out-of-pocket costs incurred by any non-defaulting Party. (e) If a Party has instituted any proceeding to enforce any right or remedy under this Agreement by suit or otherwise, and owing PILOT Payments such proceeding has been discontinued or Recapture Benefitsabandoned for any reason, or has been determined adversely to the Party seeking to enforce the right or remedy, then and in every case the Parties will, subject to any determination in such proceeding, be restored to their former positions and rights hereunder, and thereafter all rights and remedies of the Parties will continue as though no such proceeding had been instituted.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 9.1 shall have occurred and be continuing, the Agency may take, to the extent permitted by law, take any one or more of the following remedial steps: (i) declareThe Agency may terminate this Agreement (with the effect that the Term shall be deemed to have expired on such date of termination as if such date were the original Expiration Date of this Agreement) in which case this Agreement and all of the estate, by written notice right, title and interest herein granted or vested in the Lessee shall cease and terminate, and convey all of the Agency’s right, title and interest in the Facility to the CompanyLessee, to be immediately due which the Agency may accomplish by executing and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officerecording, at the sole cost and expense of the Company and in such event Lessee, lease termination agreements to terminate the Company Lease and this Agreement of record as required by law and a bill of sale for the conveyance of the Facility Personalty to the Lessee (to the extent of any interest, if any, of the Agency in the Facility Personalty). The Lessee hereby waives delivery and acceptance of such lease termination documents agreements as a condition to their validity, and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), ) with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; oragreements; (ii) The Agency may bring an action for damages, injunction or specific performance; (iii) The Agency may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments Rental Payments then due due, or thereafter to become due hereunder, and to enforce the performance or observance of any obligations, agreements and or covenants of the Company Lessee under this Lease Agreement; or (iv) The Agency may suspend or terminate its authorization hereunder and pursuant to any Sales Tax Agent Authorization Letter with respect to the Sales Tax Exemption. (b) No action taken pursuant to this Section 10.2 9.2 (including termination of the Lease Agreementthis Agreement pursuant to this Section 9.2 or by operation of law or otherwise) shall shall, except as expressly provided herein, relieve the Company Lessee from its obligation the Lessee’s obligations hereunder, including the obligations of the Lessee under Sections 5.1 (until such time as a Cessation Date occurs and, by reason thereof, the Lessee shall again pay Real Estate Taxes with respect to make the Facility Realty), 5.2, 5.3, 5.4, 8.2, 8.24, 9.2, 9.6, 9.7, 9.8, 11.4, 11.5, 11.6, 11.11, 11.13 and 11.14, all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefitsof which shall survive any such action.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 10.1 hereof shall have occurred happened and be continuingsubsisting, the Agency may takeIssuer, or the Holder as assignee of the Issuer, to the extent permitted by law, may take any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iiia) take any other whatever action at law or in equity which or under the terms of this Lease may appear necessary or desirable to collect the payments rents and other amounts payable by the Company hereunder then due or thereafter to become due hereunderdue, and or to enforce the obligationsperformance and observance of any obligation, agreements and covenants agreement, or covenant of the Company under this Lease Agreement.Lease; or (b) No action taken terminate, subject to the respective provisions concerning the priority and subordination of the Company’s option to purchase the Project that are set forth in Section 11.4, below, this Lease and recover, as and for liquidated and agreed final damages for the Company’s default, all amounts that have theretofore become due plus an amount equal to all unpaid installments of Basic Rent, and if any statute or rule of law shall validly limit the amount of such liquidated final damages to less than the amount agreed upon, the Issuer shall be entitled to the maximum amount allowable under such statute or rule of law; no termination of this Lease pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation indemnification obligations pursuant to make all payments required by Section 4.3 hereof 8.5 hereof. Any amounts of Basic Rent collected, pursuant to action taken under this Section, shall be applied in payment of the Bonds without preference or priority of one Bond over any other Bond. Any amounts collected as Additional Rent shall be paid to the Person or Persons to whom such Additional Rent is due and owing PILOT Payments hereunder. Notwithstanding that this Lease (except for Unassigned Rights) is to be assigned to the Holder, the Issuer shall be entitled to enforce this Lease if any Event of Default relates to such Unassigned Rights or Recapture Benefitsexposes the Issuer, its assets (other than the Pledged Security) or its members, officers, employees or agents to any liability. The Holder shall be entitled to enforce the provisions hereof that affect its interests hereunder. Notwithstanding the foregoing and notwithstanding any statutory, decisional, or other law to the contrary, in no event shall the Issuer have any right to terminate this Lease, to enter upon and otherwise to obtain possession of the Project, by reason of the occurrence of any Event of Default by the Company hereunder without the prior written consent of the Holder.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 9.1 shall have occurred and be continuing, the Agency may take, to the extent permitted by law, take any one or more of the following remedial steps: (i) declareThe Agency may terminate this Agreement (with the effect that the Term shall be deemed to have expired on such date of termination as if such date were the original Expiration Date of this Agreement) in which case this Agreement and all of the estate, by written notice right, title and interest herein granted or vested in the Lessee shall cease and terminate, and convey all of the Agency’s right, title and interest in the Facility to the CompanyLessee, to be immediately due which the Agency may accomplish by executing and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officerecording, at the sole cost and expense of the Company and in such event Lessee, lease termination agreements to terminate the Company Lease and this Agreement of record as required by law and a bill of sale for the conveyance of the Facility Personalty to the Lessee (to the extent of any interest, if any, of the Agency in the Facility Personalty). The Lessee hereby waives delivery and acceptance of such lease termination documents agreements as a condition to their validity, and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), ) with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; oragreements; (ii) The Agency may bring an action for damages, injunction or specific (iii) The Agency may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments Rental Payments then due due, or thereafter to become due hereunder, and to enforce the performance or observance of any obligations, agreements and or covenants of the Company Lessee under this Lease Agreement.; or (biv) No action taken The Agency may suspend or terminate its authorization hereunder and pursuant to this Section 10.2 (including termination of any Sales Tax Agent Authorization Letter with respect to the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture BenefitsSales Tax Exemption.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuingshall continue, after giving notice to the Credit Bank and subject to any right of the Credit Bank to cure any such default, the Agency Issuer and the Trustee may take, to the extent permitted by law, take any one or more of the following remedial steps: (i1) declare, by written notice to The Trustee upon the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments occurrence of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in under Section 10.1(a)(vii7.1(a) hereof or upon an acceleration of the principal of and interest on the Bonds pursuant to the Indenture shall have occurred and immediately declare to be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice immediately the unpaid balance of the amount loaned hereunder. (2) The Issuer, the Credit Bank and the Trustee may have access to and may inspect, examine and make copies of the books and records and any and all accounts and data of the Company. (3) Subject to the Company provisions of subsection (b) of this Section 7.2, the Issuer or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) Trustee may take any other whatever action at law or in equity which as may appear be necessary or desirable to collect the payments and other amounts then due or and thereafter to become due hereunder, and or to enforce the obligationsperformance and observance of any obligation, agreements and covenants agreement or covenant of the Company under this Lease Agreement. (4) Subject to the provisions of subsection (b) of this Section 7.2, the Trustee may institute any action or proceeding at law or in equity for the collection of any sums 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. (b) No Notwithstanding anything to the contrary set forth in this Agreement, neither the Issuer nor the Trustee shall take any enforcement action taken pursuant to subsection (a)(3) or (4) above until twenty 20 days after written notice to the Credit Bank of the intent by the Issuer or the Trustee to exercise rights pursuant to either or both of such subsections and provided that the Credit Bank shall not have provided to the Issuer and the Trustee, within said 20-day period, an Opinion of Counsel selected by the Credit Bank and reasonably acceptable to the Issuer that such enforcement will impair the security of the Credit Bank under the Deed of Trust by reason of section 726 of the California Code of Civil Procedure (the so-called "one form of action rule") or otherwise. (c) In case the Trustee or the Issuer shall have proceeded to enforce its rights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or the Issuer, then, and in every such case, the Company, the Trustee, the Credit Bank 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, the Credit Bank and the Issuer shall continue as though no such action had been taken. (d) In case proceedings shall be pending for the bankruptcy or for the reorganization of the Company under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Company or in the case of any other similar judicial proceedings relative to the Company, or the creditors or property of the Company, then the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Section 10.2 (including termination 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 Lease Agreement) shall relieve Trustee allowed in such judicial proceedings relative to the Company from Company, its obligation 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 charges and expenses. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make all such payments required to the Trustee, and to pay to the Trustee any reasonable amount due it for compensation and expenses, including expenses and fees of counsel incurred by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefitsit up to the date of such distribution.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency may take, to the extent permitted by law, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the AgencyAgency or any Lender; (ii) Upon ten (10) Business Days’ notice, terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreement. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Recaptured Benefits.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency or any Lender may take, to the extent permitted by law, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: : (A) all unpaid installments of rent payable pursuant to Section 4.3(a5.3(a) and (b) hereof, (B) all unpaid currently owed and past due payments in lieu of taxes pursuant to the PILOT PaymentsAgreement, (C) all amounts due and owing under the Recapture BenefitsAgreement, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuingoccurred, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the AgencyAgency or any Lender; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Facility Equipment to the Company and terminate the PILOT Agreement and the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Company Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-attorney- in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunderhereunder and under the PILOT Agreement and the Recapture Agreement, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreement and under the PILOT Agreement and the Recapture Agreement. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.

Remedies on Default. (a) Whenever any Event of Default described in Section 10.1(A) shall have occurred and be continuingoccurred, the Agency may take, to the extent permitted by law, take any one or more of the following remedial steps: (iA) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) , all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereofthis Lease, (B) all unpaid and past due payments in lieu of taxes pursuant to the PILOT Payments, (C) all due and owing Recapture BenefitsAgreement, and (D) all other payments due under this Lease Agreement; providedAgreement or any other Project Document, however, provided that if an Event of Default default specified in Section 10.1(a)(vii10.1(A)(4) hereof shall have occurred and be continuingoccurred, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (iiB) terminate this Lease Agreement and the Company Lease, reconvey the Equipment Facility to the Company and terminate the Sales Tax Exemption authorizationCompany. The Agency shall have the right to execute an appropriate lease termination documents instrument with respect to the Agency’s interest in the Facility and to place the same on record in the Suffolk Columbia County Clerk’s office, at the sole cost and expense of the Company Company, and in such event the Company waives delivery and acceptance of such lease termination documents instrument and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documentsinstrument; (C) by any suit, action or proceeding at law or in equity, including injunctive relief, require the Company to perform its obligation and covenants hereunder or enjoin any acts or things which may be unlawful or in violation of the rights of the Agency hereunder, with reasonable attorneys’ fees and costs being borne by the Company; or (iiiD) take any other action at law or in equity which may appear necessary or desirable to collect the payments any amounts then due or thereafter to become due hereunder, hereunder and to enforce the obligations, agreements and or covenants of the Company under this Lease Agreement. (b) . No action taken pursuant to this Section 10.2 (including termination repossession of the Lease AgreementFacility) shall relieve the Company from its obligation obligations to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefitsthis Lease Agreement.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 10.1 hereof shall have occurred happened and be continuingsubsisting, the Agency may takeIssuer, or the Holder as assignee of the Issuer, to the extent permitted by law, may take any one or more of the following remedial steps: (ia) declarefrom time to time, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other whatever action at law or in equity which or under the terms of this Lease may appear necessary or desirable to collect the payments rents and other amounts payable by the Company hereunder then due or thereafter to become due hereunderdue, and or to enforce the obligationsperformance and observance of any obligation, agreements and covenants agreement, or covenant of the Company under this Lease Agreement.Lease; or (b) No action taken terminate this Lease, cancel the bond, and immediately convey the Project to the Company and record the deed evidencing such transfer of title, and recover, as and for liquidated and agreed final damages for the Company’s default, all amounts that have theretofore become due plus an amount equal to all unpaid installments of Basic Rent, and if any statute or rule of law shall validly limit the amount of such liquidated final damages to less than the amount agreed upon, the Issuer shall be entitled to the maximum amount allowable under such statute or rule of law; no termination of this Lease pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation obligations pursuant to make all payments required by Section 4.3 hereof 8.4 hereof. Any amounts of Basic Rent collected pursuant to action taken under this Section shall be applied in payment of the then-Outstanding Bond. Any amounts collected as Additional Rent shall be paid to the Person or Persons to whom such Additional Rent is due and owing PILOT Payments hereunder. Notwithstanding that this Lease (except for Unassigned Rights) is to be assigned to the Holder, the Issuer shall be entitled to enforce this Lease if any Event of Default relates to such Unassigned Rights or Recapture Benefitsexposes the Issuer, its assets (other than the Pledged Security) or its members, officers, employees, or agents to any liability. The Holder shall be entitled to enforce the provisions hereof that affect its interests hereunder. Notwithstanding the foregoing and notwithstanding any statutory, decisional, or other law to the contrary, in no event shall the Issuer have any right to terminate this Lease or to enter upon or otherwise to obtain possession of the Project, by reason of the occurrence of any Event of Default by the Company hereunder without the prior written consent of the Holder.

Remedies on Default. (a) Whenever any such Event of Default shall have occurred happened and be continuing, the Agency may takeTrustee, to the extent permitted by law, any one or more as assignee of the following remedial stepsIDB and on its behalf, or (but only as to any Unassigned Rights) the IDB, may: (ia) declare, by written notice to Declare all installments of Basic Rent payable under this Lease Agreement for the Company, remainder of the Lease Term to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and ; (b) hereofRe-enter and take possession of the Project, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under without terminating this Lease Agreement; provided, howeverexclude the Company from possession thereof and sublease the Project or any part thereof, that if an Event for the account of Default specified the Company, holding the Company liable for the difference in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of the rent and other payments due under this Lease Agreement shall become immediately due amounts payable by such sublessee and the Rentals and other amounts payable without notice to by the Company or the taking of any other action by the Agencyhereunder; (iic) terminate Terminate this Lease Agreement and Agreement, exclude the Company Leasefrom possession of the Project and lease the same for the account of the IDB, reconvey holding the Equipment Company liable for all Rentals due up to the Company and terminate date such lease is made for the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense account of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; orIDB; (iiid) take any other Take whatever action at law or in equity which may appear necessary or desirable to collect the payments Rentals then due due, whether by declaration or thereafter to become due hereunderotherwise, and or to enforce the obligationsany obligation, agreements and covenants covenant or agreement of the Company under this Lease Agreement. (b) No action taken pursuant to this Section 10.2 (including termination Agreement or imposed by any applicable law. The IDB may, without consent of the Lease Agreement) shall relieve Trustee, waive any Event of Default hereunder with respect to Unassigned Rights, and the Company from its obligation Trustee may not, without the written consent of the IDB, waive any Event of Default hereunder with respect to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture BenefitsUnassigned Rights.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 9.1 shall have occurred and be continuing, the Agency may take, to the extent permitted by law, take any one or more of the following remedial steps: (i) declareThe Agency may terminate this Agreement (with the effect that the Term shall be deemed to have expired on such date of termination as if such date were the original Expiration Date of this Agreement) in which case this Agreement and all of the estate, by written notice right, title and interest herein granted or vested in the Lessee shall cease and terminate, and convey all of the Agency’s right, title and interest in the Facility to the CompanyLessee, to be immediately due which the Agency may accomplish by executing and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officerecording, at the sole cost and expense of the Company and in such event Lessee, lease termination agreements to terminate the Company Lease and this Agreement of record as required by law and a ▇▇▇▇ of sale for the conveyance of the Facility Personalty to the Lessee (to the extent of any interest, if any, of the Agency in the Facility Personalty). The Lessee hereby waives delivery and acceptance of such lease termination documents agreements as a condition to their validity, and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), ) with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; oragreements; (ii) The Agency may bring an action for damages, injunction or specific performance; (iii) The Agency may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments Rental Payments then due due, or thereafter to become due hereunder, and to enforce the performance or observance of any obligations, agreements and or covenants of the Company Lessee under this Lease Agreement; or (iv) The Agency may suspend or terminate its authorization hereunder and pursuant to any Sales Tax Agent Authorization Letter with respect to the Sales Tax Exemption. (b) No action taken pursuant to this Section 10.2 9.2 (including termination of the Lease Agreementthis Agreement pursuant to this Section 9.2 or by operation of law or otherwise) shall shall, except as expressly provided herein, relieve the Company Lessee from its obligation to make the Lessee’s obligations hereunder, including the obligations of the Lessee under Sections 5.2, 5.3, 5.4, 8.2, 8.24, 9.2, 9.6, 9.7, 9.8, 11.4, 11.5, 11.6, 11.11, 11.13 and 11.14, all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefitsof which shall survive any such action.

Remedies on Default. (aA) Whenever any Event of Default hereunder shall have occurred and be continuingoccurred, the Agency may takemay, to the extent permitted by law, take any one or more of the following remedial steps: (i1) declarewe may cancel or terminate this Agreement or any or all other agreements that we have entered into with you; (2) we may terminate the granting of any of the Financial Assistance that has not already been delivered to you; (3) we may, by written notice to the Companyyou, declare to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) , all unpaid installments of rent amounts payable to us pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event Agreement or any of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the AgencyProject Facility Agreements; (ii4) terminate this Lease Agreement the Project Facility Agreements, and the Company Leaseconvey to you all our right, reconvey the Equipment title and interest in and to the Company Project Facility. You hereby agree to pay all expenses and terminate the Sales Tax Exemption authorization. The Agency shall have the right taxes, if any, applicable to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense or arising from any such transfer of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interesttitle), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii5) take any other action at law or in equity which may appear necessary or desirable to collect the payments any amounts then due or thereafter to become due hereunder, hereunder and to enforce the obligations, agreements and or covenants of the Company Project Beneficiary under this Lease Project Benefits Agreement. (bB) Interest will accrue on all amounts due under this Section 11 at the rate of one and one-half percent (1 ½%) per month or the maximum rate permitted by law, whichever is less. None of our rights or remedies under this Agreement are intended to be exclusive of, but each shall be cumulative and in addition to, any other right or remedy referred to hereunder or otherwise available to us under applicable law. If we delay or fail to enforce any of our rights under this Agreement, we will still be entitled to enforce those rights at a later time. If we take possession of the Premises or any portion thereof, we may sublease or otherwise dispose of it (including but not limited to selling the Equipment) with or without notice, at a public or private sale, and apply the net proceeds (after we have deducted all costs related to the subleasing of the Premises and/or the sale or disposition of the Equipment) to the amounts that you owe us. You agree that if notice of sale is required by law to be given, ten (10) days’ notice shall constitute reasonable notice. You will remain responsible for any amounts that are due after we have applied such net proceeds. (C) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) 11 shall relieve the Company you from its obligation your obligations to make all any payments required by Section 4.3 hereof or due this Agreement and owing PILOT Payments or Recapture Benefitsthe other Project Facility Agreements.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency may take, to the extent permitted by law, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: : (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (bc) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk Dutchess County Clerk’s 's office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreement. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.

Remedies on Default. (aA) Whenever any Event of Default hereunder shall have occurred and be continuingoccurred, the Agency may takemay, to the extent permitted by law, take any one or more of the following remedial steps: (i1) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: , (Aa) all unpaid installments of rent amounts payable pursuant to Section 4.3(a) 5.3 hereof, and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement or any of the other Basic Documents; (2) re-enter and take possession of the Project Facility, enforce or terminate this Lease Agreement; provided, howeversell its interest in the Project Facility, that subject to Permitted Encumbrances, at public or private sale, as a whole or piecemeal, for such consideration as may be deemed appropriate in the circumstances, and hold the Company liable for the amount, if an Event any, by which the aggregate unpaid amounts due hereunder exceed the Net Proceeds received upon such sale, or manage and operate the Project Facility, collect all or any rents accruing therefrom, let or relet the Project Facility or any part thereof for the Agency’s own account or the account of Default specified the Company, holding the Company liable for payments due up to the effective date of such leasing and for the difference in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of the rent and other amounts paid by the lessee pursuant to such lease and the rental payments due under this Lease Agreement shall become immediately due and other amounts payable without notice to by the Company hereunder, cancel or modify leases, evict tenants, bring or defend any suits in connection with the taking possession of any the Project Facility in its own name or in the Company’s name, make repairs as the Agency deems appropriate, and perform such other action by acts in connection with the management and operation of the Project Facility as the Agency;, in its discretion, may deem proper; or (ii3) terminate this Lease Agreement and the Company Lease, reconvey the Equipment convey to the Company all the Agency’s title and terminate interest in and to the Sales Tax Exemption authorizationProject Facility (The conveyance of the Agency’s title and interest in and to the Project Facility shall be effected by the recording by the Agency of the Assignment to Company and the Bill of Sale to Company. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true agrees to pay all expenses and lawful agent and attorney-in-fact (which appointment shall be deemed taxes, if any, applicable to be an agency coupled with an interestor arising from any such transfer of title.), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii4) take any other action at law or in equity which may appear necessary or desirable to collect the payments any amounts then due or thereafter to become due hereunder, hereunder and to enforce the obligations, agreements and or covenants of the Company under this Lease Agreement. (bB) No action taken pursuant to this Section 10.2 (including termination repossession of the Lease AgreementProject Facility) shall relieve the Company from its obligation obligations to make all payments required by Section 4.3 hereof or due this Lease Agreement and owing PILOT Payments or Recapture Benefitsthe other Basic Documents.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuingcontinues beyond all applicable notice or cure periods, the Agency may take, to the extent permitted by law, any one or more of the following remedial steps:; (i1) declareDeclare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (Ai) all unpaid installments of rent payable pursuant to Section 4.3(a2.6(a) hereof and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (Dii) all other payments due under this Lease Leaseback Agreement; provided, however, that if an . (2) Take any other action as it shall deem necessary to cure any such Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuingDefault, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or provided that the taking of any other such action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall not be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording constitute a waiver of such lease termination documents; orEvent of Default. (iii3) take Take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and or covenants of the Company under this Lease Leaseback Agreement. (b4) No action taken pursuant Terminate this Leaseback Agreement and either re-convey the Facility to this Section 10.2 the Company if the Agency has a fee interest or terminate the Agency’s leasehold interest. (including termination 5) In the event the Company sells, transfers, conveys or assigns the Facility (except for the Permitted Leases and leases of the Lease Agreement) shall relieve commercial space which comply with the requirements of the Authorizing Resolution in the ordinary course or which are permitted by any Lender), or any managing member of the Company from sells, transfers, conveys or assigns its obligation interests in whole or in part (except as contemplated and authorized by the Operating Agreement), and fails to make comply with Section 6.3 herein to the extent required, or the Agency fails or refuses to give its approval to any sale, conveyance, assignment or transfer as hereinbefore provided, then (i) the PILOT Agreement, Lease Agreement and Leaseback Agreement shall automatically be terminated and of no force or effect as of the date of such sale, conveyance, assignment or transfer, (ii) the Facility shall, as of the date of such sale, conveyance, assignment or transfer, automatically be placed on the tax rolls as taxable property for its full assessed value, and (iii) all payments required by Section 4.3 hereof or real property taxes, levies and assessments on the Facility based upon the full assessed value thereof shall thereafter be due and owing PILOT Payments or Recapture Benefitspayable.

Remedies on Default. (aA) Whenever any Event of Default hereunder shall have occurred and be continuingoccurred, the Agency may takemay, to the extent permitted by law, take any one or more of the following remedial steps: (i1) declarewe may cancel or terminate this Agreement or any or all other agreements that we have entered into with you; (2) we may terminate the granting of any of the Financial Assistance that has not already been delivered to you; (3) we may, by written notice to the Companyyou, declare to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) , all unpaid installments of rent amounts payable to us pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event Agreement or any of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the AgencyProject Facility Agreements; (ii4) terminate this Lease Agreement the Project Facility Agreements, and the Company Leaseconvey to you all our right, reconvey the Equipment title and interest in and to the Company Project Facility. You hereby agree to pay all expenses and terminate the Sales Tax Exemption authorization. The Agency shall have the right taxes, if any, applicable to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense or arising from any such transfer of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interesttitle), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii5) take any other action at law or in equity which may appear necessary or desirable to collect the payments any amounts then due or thereafter to become due hereunder, hereunder and to enforce the obligations, agreements and or covenants of the Company Project Beneficiary under this Lease Project Benefits Agreement. (bB) Interest will accrue on all amounts due under this Section 11 at the rate of one and one-half percent (1 ½%) per month or the maximum rate permitted by law, whichever is less. None of our rights or remedies under this Agreement are intended to be exclusive of, but each shall be cumulative and in addition to, any other right or remedy referred to hereunder or otherwise available to us under applicable law. If we delay or fail to enforce any of our rights under this Agreement, we will still be entitled to enforce those rights at a later time. If we take Project Beneficiary Page 3 of 4 Agency possession of the Premises or any portion thereof, we may sublease or otherwise dispose of it (including but not limited to selling the Equipment) with or without notice, at a public or private sale, and apply the net proceeds (after we have deducted all costs related to the subleasing of the Premises and/or the sale or disposition of the Equipment) to the amounts that you owe us. You agree that if notice of sale is required by law to be given, ten (10) days’ notice shall constitute reasonable notice. You will remain responsible for any amounts that are due after we have applied such net proceeds. (C) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) 11 shall relieve the Company you from its obligation your obligations to make all any payments required by Section 4.3 hereof or due this Agreement and owing PILOT Payments or Recapture Benefitsthe other Project Facility Agreements.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 9.1 shall have occurred and be continuing, the Agency may take, to the extent permitted by law, take any one or more of the following remedial steps: (i) declareThe Agency may terminate this Agreement (with the effect that the Term shall be deemed to have expired on such date of termination as if such date were the original Expiration Date of this Agreement) in which case this Agreement and all of the estate, by written notice right, title and interest herein granted or vested in the Lessee shall cease and terminate, and convey all of the Agency’s right, title and interest in the Facility to the CompanyLessee, to be immediately due which the Agency may accomplish by executing and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officerecording, at the sole cost and expense of the Company and in such event Lessee, lease termination agreements to terminate the Company Lease and this Agreement of record as required by law and a bill of sale for the conveyance of the Facility Personalty to the Lessee (to the extent of any interest, if any, of the Agency in the Facility Personalty). The Lessee hereby waives delivery and acceptance of such lease termination documents agreements as a condition to their validity, and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), ) with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; oragreements; (ii) The Agency may bring an action for damages, injunction or specific performance; (iii) The Agency may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments Rental Payments then due due, or thereafter to become due hereunder, and to enforce the performance or observance of any obligations, agreements and or covenants of the Company Lessee under this Lease Agreement; or (iv) The Agency may suspend or terminate its authorization hereunder and pursuant to any Sales Tax Agent Authorization Letter with respect to the Sales Tax Exemption. (b) No action taken pursuant to this Section 10.2 9.2 (including termination of the Lease Agreementthis Agreement pursuant to this Section 9.2 or by operation of law or otherwise) shall shall, except as expressly provided herein, relieve the Company Lessee from its obligation the Lessee’s obligations hereunder, including the obligations of the Lessee under Sections 5.1 (until such time as a Cessation Date occurs and, by reason thereof, the Lessee shall again pay Real Estate Taxes with respect to make the Facility Realty), 5.2, 5.4, 8.2, 8.24, 9.2, 9.6, 9.7, 9.8, 11.4, 11.5, 11.6, 11.11, 11.13 and 11.14, all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefitsof which shall survive any such action.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and shall continue. (a) The Trustee, by written notice to the Company, shall declare the amounts payable under Section 4.2(a) of this Agreement to be continuingimmediately due and payable as set forth in Section 7.1 of the Indenture. (b) The Trustee may have access to and may inspect, examine and make copies of the books and records and any and all accounts, data and federal income tax and other tax returns of the Company, subject to the limitations provided in Section 5.1. (c) The Issuer or the Trustee may take whatever action at law or in equity as may 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 Agreement. (d) The Trustee shall draw upon the Letter of Credit or any Substitute Letter of Credit or any Alternate Credit Facility if permitted by its terms and required by the terms of the indenture, and may exercise any remedy available to it. Notwithstanding the foregoing, for so long as the Letter of Credit is in effect, and the Credit Bank is not in default under the Letter of Credit, the Agency Trustee may takenot take any action with respect to an Event of Default, other than an Event of Default under Section 6.1(a) hereof, without the prior written consent of the Credit Bank, provided, however, that no consent of the Credit Bank shall be necessary to draw under the Letter of Credit if the series 1990A Bonds have been declared to be due and payable (i) as a result of an Event of Default under Section 7.1(a) or 7.1(b) of the Indenture or (ii) with the prior consent of the Credit Bank. In case the Trustee or the Issuer shall have proceeded to enforce its rights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been, determined adversely to the Trustee or the Issuer, then, and in every such case, the Company, the Trustee and the Issuer shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the Trustee and the Issuer shall continue as though no such action had been taken. The Company covenants that, in case an Event of Default shall occur with respect to the payment of any Rental Payment payable under Section 4.2(a) hereof, then, upon demand of the Trustee, the Company will pay or cause to be paid to the Trustee the whole amount that then shall have become due and payable under said Section, with interest, to the extent permitted by law, any one or more on the amount then overdue at the rate of the following remedial steps: ten percent (i10%) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, per annum until such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to amount has been paid. In case the Company or shall fail forthwith to pay such amounts upon such demand, the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment Trustee shall be deemed entitled and empowered to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take institute any other action or proceeding at law or in equity which may appear necessary or desirable to collect for the payments then collection of the sums so due or thereafter to become due hereunderand 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 obligations, agreements Company and covenants 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 this Lease Agreement. (b) No action taken the federal bankruptcy laws or, any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Company or in the case of any other similar judicial proceedings relative to the Company, or the creditors or property of the Company, then the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Section 10.2 (including termination 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 Lease Agreement) shall relieve Trustee allowed in such judicial proceedings relative to the Company from Company, its obligation 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 charges and expenses. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make all such payments required to the Trustee, and to pay to the Trustee any amount due it for compensation and expenses, including expenses and fees of counsel incurred by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefitsit up to the date of such distribution.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency may take, referred to the extent permitted by law, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) 7.1 hereof shall have occurred and be continuing, any obligation of the Servicer to approve Requisitions shall be terminated, and the Bondowner Representative (but only if directed to do so by Servicer and, subject to the provisions of the Pledge Agreement) shall: (i) by notice in writing to the Borrower declare the unpaid indebtedness under the Loan Documents to be due and payable immediately, and upon any such installments of rent and other payments due under this Lease Agreement declaration the same shall become and shall be immediately due and payable without notice to the Company or the taking of any other action by the Agency;payable; and (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other whatever action at law or in equity which or under any of the Loan Documents, the General Partner Documents or the Guarantor Documents, as may appear necessary or desirable to collect the payments and other amounts then due or and thereafter to become due hereunderhereunder or thereunder or under the Note, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Loan Agreement, the Note or any other Loan Document (including without limitation foreclosure of the Mortgage), any General Partner Document or any Guarantor Document (including actions to enforce the obligationsPayment Guaranty and/or the Completion Agreement); and (iii) cause the Project to be completed, agreements constructed and covenants of equipped in accordance with the Company under this Lease AgreementPlans and Specifications, with such changes therein as the Servicer may, from time to time, and in its sole discretion, deem appropriate. (b) Any amounts collected pursuant to action taken under this Section (other than amounts collected by the Issuer pursuant to the Reserved Rights) shall, after the payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Issuer, the Bondowner Representative or the Servicer and their respective Counsel, and subject to any contrary provision in this Loan Agreement, be applied in accordance with the provisions of the Pledge Agreement. No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) 7.2 shall relieve the Company Borrower from its obligation the Borrower’s obligations pursuant to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits3.2 hereof.

Remedies on Default. (a) Whenever any an Event of Default shall have occurred happened and be continuing, the Agency may take, to the extent permitted by lawremains uncured, any one or more of the following remedial stepssteps may be taken: (ia) declare, by written notice to the Company, The Lessor may declare any and all payments other amounts payable hereunder to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and ; (b) hereof, (B) all unpaid The Lessor may re-enter and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under take possession of the Project without terminating this Lease Agreement; providedand sublease the Project for the account of the Lessee, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent holding the Lessee liable for any difference between the Rental Payment and other payments due under this Lease Agreement shall become immediately due amounts payable by such sublessee in such subleasing and the aggregate of amounts payable without notice to the Company or the taking of any other action by the AgencyLessee hereunder; (iic) The Lessor may terminate this Lease Agreement and the Company Lease, reconvey exclude the Equipment Lessee from possession of the Project and lease the Project to another, but holding the Lessee liable for the Rental Payment and Additional Payments and other amounts payable hereunder up to the Company effective date of such subleasing; (d) The Lessor may have access to and terminate inspect, examine and make copies of the Sales Tax Exemption authorization. The Agency shall have books and records and any and all accounts, data and income tax and other tax returns of the right to execute appropriate lease termination documents with respect Lessee, insofar as they pertain to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documentsProject; orand (iiie) The Lessor may take any other whatever action at law or in equity which may appear necessary or desirable to collect the payments Rental Payment and Additional Payments and other amounts then due or and thereafter to become due hereunderdue, and or to enforce the obligations, agreements performance and covenants observance of any other obligation or agreement of the Company Lessee, under this Lease Agreementincluding, without limitation, actions to recover any amounts owed hereunder, ancillary damages suffered, and for specific performance or injunctive relief. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.

Remedies on Default. (a) Whenever any Event of Default shall have occurred referred to in Section 4.1 occurs and be is continuing, the Agency may takePublic Parties, or either of them, as specified below, in addition to any other remedies or rights given them under this Agreement, after the giving of thirty (30) days’ written notice to the extent permitted by lawDeveloper citing with specificity the item or items of default and notifying the Developer that it has thirty (30) days within which to cure said Event of Default, may take any one or more of the following remedial stepsactions: (i1) declareThe Public Parties, by written notice to the Companyor either of them, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due may suspend their performance under this Lease Agreement; provided, howeverincluding the payment of any Tax Abatements, until they receive assurances from the Developer, deemed adequate by the Public Parties, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred the Developer will cure its default and be continuing, such installments of rent and other payments due continue its performance under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency;Agreement. (ii2) terminate this Lease Agreement The Public Parties, or either of them, may cancel and rescind the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; orAgreement. (iii3) The Public Parties, or either of them, may take any other action at action, including legal or administrative action, in law or in equity equity, which may appear necessary or desirable to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant of the payments then due Developer under this Agreement; provided that any exercise by the Public Parties of their rights or thereafter remedies hereunder shall always be subject to become due and limited by, and shall not defeat, render invalid or limit in any way the lien of any mortgage authorized by this Agreement; and provided further that should any Mortgagee succeed by foreclosure of the mortgage or deed in lieu thereof in respect to the Developer’s interest in the Development Property, the Mortgagee shall, notwithstanding the foregoing, be obligated to perform the obligations of the Developer to complete construction of the Project described and in the manner required hereunder, and but only to enforce the obligations, agreements and covenants of extent that the Company under this Lease Agreementsame have not theretofore been performed by the Developer. (b4) No action taken pursuant to The Public Parties, or either of them, may withhold any certificate or permit required hereunder. The notice of an Event of Default required in this Section 10.2 (including termination of shall be effective on the Lease Agreement) shall relieve date mailed or hand delivered to the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture BenefitsDeveloper.

Remedies on Default. (a) Whenever any Event event of Default default referred to in Section 9.1 hereof shall have occurred happened and be continuing, the Agency Trustee, on behalf of the Issuer, may take, to the extent permitted by law, take any one or more of the following remedial steps: (ia) declare, by By written notice to Company, the CompanyTrustee, on behalf of the Issuer, may declare an amount equal to the principal and accrued interest on the 2006 Series C Bonds then Outstanding, as defined in the Indenture, to be immediately due and payablepayable under this Agreement, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and . (b) hereofThe Trustee, (B) on behalf of the Issuer, may have access to and inspect, examine and make copies of the books and records and any and all unpaid accounts, data and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent income tax and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking tax returns of any other action by the Agency;Company. (iic) terminate this Lease Agreement and the Company LeaseThe Trustee, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense behalf of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest)Issuer, with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) may take any other whatever action at law or in equity which may appear necessary or desirable to collect the payments amounts then due or and thereafter to become due hereunderdue, or to enforce performance and observance of any obligation, agreement or covenant of Company under this Agreement, including, until the Release Date, any remedies available in respect of the First Mortgage Bonds. In case there shall be pending a proceeding of the nature described in Section 9.1(d) or (e) above, Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of Trustee allowed in such judicial proceedings relative to Company, its creditors or its property, and to enforce collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the obligationssame after the deduction of its charges and expenses; and any custodian (including, agreements without limitation a receiver, trustee or liquidator) of Company appointed in connection with such proceedings is hereby authorized to make such payments to Trustee, and covenants to pay to Trustee any amount due it for compensation and expenses, including reasonable counsel fees and expenses incurred by it up to the date of such distribution. Any amounts collected pursuant to action taken under this Section (other than the compensation and expenses referred to in the immediately prior sentence) shall be paid into the Bond Fund and applied in accordance with the provisions of the Company under this Lease Agreement. Indenture or, if the 2006 Series C Bonds have been fully paid (b) No action taken pursuant to this Section 10.2 (including termination or provision for payment thereof has been made in accordance with the provisions of the Lease AgreementIndenture) and all reasonable and necessary fees and expenses of Trustee and any paying agents accrued and to accrue through final payment of the 2006 Series C Bonds, and all other liabilities of Company accrued and to accrue hereunder or under the Indenture through final payment of the 2006 Series C Bonds have been paid, such amounts so collected shall relieve the Company from its obligation be paid to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture BenefitsCompany.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency may takeLender shall have the right, at its sole option without any further demand or notice, to the extent permitted by law, take any one or more any combination of the following remedial stepsactions insofar as the same are available to secured parties under the laws of the State from time to time and which are otherwise accorded to the Lender: (ia) declare, by written notice to the CompanyIssuer and the Borrower, declare the entire unpaid principal amount of the Loan (and the related Obligations) then outstanding, all interest accrued and unpaid thereon and all amounts payable under this Loan Agreement to be immediately forthwith due and payable, whereupon such Loan (and the same related Obligations), all such accrued interest and all such amounts shall become immediately and be forthwith due and payable, without presentment, notice of dishonor, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower and the Issuer; (b) the obligation, if any, of the Lender to extend any further credit under any of the Loan Documents shall immediately cease and terminate; (c) exercise all rights and remedies legally available to the Lender; (d) proceed by appropriate court action to enforce performance by the Issuer or the Borrower of the applicable covenants of the Loan documents or to recover for the breach thereof, including the payment of all amounts due from the Borrower, in which event the Borrower shall pay or repay to the Lender all costs of such action or court action including without limitation, reasonable attorneys’ fees; and (e) to enforce its rights, in which event the Borrower shall pay or repay to the Lender and the Issuer all costs of such action or court action, including, without limitation, reasonable attorneys’ fees. All proceeds derived from the exercise of any rights and remedies shall be applied in the following manner: (A) all unpaid installments of rent payable FIRST, to pay the Issuer any Issuer Fees and Expenses; SECOND, to the United States any rebatable arbitrage due or accrued pursuant to Section 4.3(a148(f)(4) of the Code; THIRD, to pay (a) to the Lender the amount of all unpaid Payments, if any, which are then due and owing, together with interest and late charges thereon; and (b) hereofto the Lender any Additional Payments payable to the Lender hereunder; FOURTH, (B) to pay all proper and reasonable costs and expenses associated with the recovery, repair, storage and sale of the Collateral, including reasonable attorneys’ fees and expenses; and FIFTH, to pay the remainder of any such proceeds, purchase moneys or other amounts paid by a buyer of the Collateral or other person, to the Borrower. Notwithstanding any other remedy exercised hereunder, the Borrower shall remain obligated to pay to the Lender and the Issuer, as their interests may appear, any unpaid Payments and past due PILOT Additional Payments. To the extent permitted by applicable law, (C) all due the Borrower hereby waives any rights now or hereafter conferred by statute or otherwise which might require the Lender to use, sell, lease or otherwise dispose of the Property in mitigation of the Lender’s damages or which might otherwise limit or modify any of the Lender’s rights hereunder. All rights, powers and owing Recapture Benefitsremedies of the Lender may be exercised at any time by the Lender, as assignee of the Issuer, and (D) all other payments due under this Lease Agreement; provided, however, that if from time to time after the occurrence and continuance of an Event of Default specified Default, are cumulative and not exclusive, and shall be in Section 10.1(a)(vii) hereof addition to any other rights, powers or remedies provided by law or equity. The Borrower shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice pay or repay to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement Lender and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance Issuer all costs of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest)action or court action, with full power of substitution to file on its behalf all affidavitsincluding, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunderwithout limitation, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreementreasonable attorneys’ fees. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.

Remedies on Default. (a) Whenever any If a Credit is in effect and an Event of Default shall have occurred occur and be continuingcontinuing pursuant to above paragraphs (a) or (b) of Section 9.1, the Agency may takeTrustee may, and upon the request of the Credit Provider or upon the request of Holders owning not less than twenty-five percent (25%) principal amounts of Bonds outstanding (accompanied by the written consent of the Credit Provider) shall, subject to the extent permitted by lawits right to indemnification to its satisfaction, take any one or more of the following remedial stepsactions: (ia) declare, by written notice to the Company, Declare all Lease Payments to be immediately due and payablepayable (being an amount equal to that necessary to pay in full the principal of and interest accrued to the date for payment of all Bonds then outstanding, assuming acceleration of the Bonds under the Indenture, and to pay all other amounts due and payable hereunder), whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and . (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture BenefitsTake possession of the Facilities without termination of this Agreement, and use its best efforts to sublease the Facilities for the account of the Company, holding the Company liable for the difference between the rentals and other amounts received from the sublessee and the Lease Payments and other amounts payable by the Company hereunder. (Dc) all other payments due under Terminate this Lease Agreement; provided, howeverexclude the Company from possession, that if an and use its best efforts to lease or sell the Equipment and Improvements to another for the account of the Company, holding the Company liable for the difference between the rentals or purchase price received and the amounts which would have been receivable hereunder. Whenever any Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred occurs and be is continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to if the Company Credit is not in effect, the Issuer or the taking Trustee may, and upon the request of any other action by the Agency; Holders owning not less than twenty-five percent (ii25%) terminate this Lease Agreement and the Company Leaseprincipal amount of all Bonds Outstanding shall, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officetake whatever action, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which equity, as may appear necessary or desirable to collect the payments then due enforce performance and observance of any obligation, agreement or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants covenant of the Company under this Lease Agreement. (b) No . Any amounts collected pursuant to action taken pursuant to under this Section 10.2 (including termination shall be paid into the Bond Fund, except as provided in the Indenture, and applied in accordance with the provisions of the Lease AgreementIndenture, or if the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture) shall relieve and all sums owing hereunder by the Company from its obligation to make all payments required by Section 4.3 hereof or due the Issuer have been paid, the amount so collected shall be paid first to the Credit Provider to the extent of any amounts owing under the Credit Agreement and owing PILOT Payments or Recapture Benefitsthen to the Company.

Remedies on Default. (a) Whenever In case any Event one or more of the Events of Default shall have occurred and be continuing, and whether or not the Agency may take, maturity of the Loans shall have been accelerated 124 (b) Notwithstanding anything to the extent permitted contrary contained herein, except as the Required Term Loan Lenders shall otherwise agree with respect to any action to be taken by lawthe Administrative Agent pursuant to this Section 7.03, any one or more the Administrative Agent shall demand payment of the following remedial steps:Obligations and the Administrative Agent and Collateral Agent shall take any or all of the actions set forth in Section 7.03(a) and commence and pursue such other Enforcement Actions as the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within sixty (60) days (except with respect to Events of Default described in Sections 7.01(a), 7.01(i) and 7.01(j), the Administrative Agent and the Collateral Agent shall take such Enforcement Actions as such Person deems appropriate under the circumstances promptly upon receipt of notice, or, with respect to the Term Loan Priority Collateral, as directed by the Required Term Loan Lenders) after the date of the receipt by the Administrative Agent of written notice executed and delivered by the Required Term Loan Lenders or by the Term Loan Agent on behalf of Required Term Loan Lenders requesting that the Administrative Agent and Collateral Agent commence Enforcement Actions (the “Term Loan Action Notice”); provided, that, (1) such Event of Default has not been waived by the requisite Lenders or cured, (2) in the good faith determination of the Administrative Agent, taking an Enforcement Action is permitted under the terms of the Loan Documents and Applicable Law, (3) taking an Enforcement Action shall not result in any liability of any Credit Party to any Loan Party or any other Person, (4) the Administrative Agent and the Collateral Agent shall be entitled to all of the benefits of Article VIII hereof, and (5) neither the Administrative Agent nor the Collateral Agent shall be required to take an Enforcement Action so long as, within the period provided above, such Person shall, at its option, either (a) appoint the Term Loan Agent, as an agent of such Person for purposes of exercising the rights of such Person to take an Enforcement Action, subject to the terms hereof or (b) resign as Administrative Agent or Collateral Agent, as applicable, and Term Loan Agent shall automatically be deemed to be the successor Administrative Agent or Collateral Agent, as applicable, hereunder and under the other Loan Documents for purposes hereof or thereof, except with respect to the provisions of Article II hereof and in connection with all matters relating to the determination of the Borrowing Base and each of its components (including Eligible Credit Card Receivables, Eligible Inventory (including Eligible In- Transit Inventory), Eligible L/C Inventory, Reserves and receiving reports in respect of Collateral and conducting field examinations and appraisals with respect to the Collateral and similar matters). 125 (ic) declareWithout limiting any rights any Agent or any Revolving Loan Lender may otherwise have under applicable law or by agreement, in the event of any sale or other disposition (including, without limitation, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments means of rent payable a sale pursuant to Section 4.3(a363 of the Bankruptcy Code) and (b) hereofof the Revolving Priority Collateral, (B) all unpaid and past due PILOT Paymentsthe Administrative Agent, (C) all due and owing Recapture Benefitsthe Collateral Agent, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by Person (including any Revolving Loan Lender) acting with the Agency; (ii) terminate this Lease Agreement and consent, or on behalf, of the Company LeaseAdministrative Agent, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right during the Use Period, to execute appropriate lease termination documents use the Term Loan Priority Collateral (including, without limitation, Equipment, Fixtures and Intellectual Property), in order to assemble, inspect, copy or download information stored on, take actions to perfect its Lien on, complete a production run of Inventory involving, take possession of, move, prepare and advertise for sale, sell (by public auction, private sale or a “store closing”, “going out of business” or similar sale, whether in bulk, in lots or to customers in the ordinary course of business or otherwise and which sale may include augmented Inventory of the same type sold in any Loan Party’s business), store or otherwise deal with respect the Revolving Priority Collateral, in each case without the involvement of or interference by the Term Loan Agent or any Term Loan Lender or liability to the Facility and Term Loan Agent or any Term Loan Lender. The Term Loan Agent may not sell, assign or otherwise transfer the related Term Loan Priority Collateral prior to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense expiration of the Company and in such event Use Period, unless the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed purchaser, assignee or transferee thereof agrees to be an agency coupled with an interest), with full power bound by the provisions of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreement. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.7.04 7.03

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency or any Lender may take, to the extent permitted by law, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a5.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all amounts due and owing under the Recapture BenefitsAgreement, and (DC) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the AgencyAgency or any Lender; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk Dutchess County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or; (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunderhereunder and under the Recapture Agreement, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreement and under the Recapture Agreement. (b) No Any sums payable to the Agency as a consequence of any action taken pursuant to this Section 10.2 (including termination of the Lease Agreementother than those sums attributable to Unassigned Rights) shall relieve be paid to any Lender and applied to the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefitspayment of any Loan.

Remedies on Default. (a) Whenever any Event of Default shall have occurred referred to in Section 9.1 of this Agreement occurs and be is continuing, the Agency County or Developer may take, to the extent permitted by law, take any one or more of the following remedial steps: actions after (i) declare, by written notice to except in the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments case of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified under subsections (d) or (e) of said Section 9.1) the giving of thirty (30) days’ written notice to party or parties in Section 10.1(a)(viidefault and the holder of the First Mortgage (but only to the extent the County has been informed in writing of the existence of a First Mortgage and been provided with the address of the holder\ thereof) hereof shall have occurred of the Event of Default, but only if the Event of Default has not been cured within said thirty (30) days, or if the Event of Default cannot reasonably be cured within thirty (30) days and the party or parties in default do not provide assurances reasonably satisfactory to the party giving notice that the Event of Default will be continuing, such installments of rent and other payments due cured as soon as reasonably possible: (a) The party giving notice may suspend its performance under this Lease Agreement shall become immediately due and payable without notice to the Company until it receives assurances from party or the taking of any other action parties in default, deemed adequate by the Agencyparty giving notice, that the party or parties in default will cure the default and continue performance under this Agreement until it receives assurances from party or parties in default, deemed adequate by the party giving notice, that the party or parties in default will cure the default and continue performance under this Agreement; Homeland Energy Solutions 2007 (b) The party not in default may suspend its performance under this Agreement; (iic) terminate this Lease Agreement and The County may withhold the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense Certificate of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; orCompletion; (iiid) The party not in default may take any other action at law action, including legal, equitable or in equity administrative action, which may appear necessary or desirable to collect the payments then due enforce performance and observance of any obligation, agreement, or thereafter to become due hereundercovenant, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreement; (e) In the Event of Default by Developer, the County shall be entitled to recover from Developer, or the County shall withhold from granting the Developer an amount equal to the tax exemption under Article VII, prorated for that period of time only during which the Developer failed to perform its obligations under Article VI but Developer shall not repay any tax exemptions it has received for any prior years. (bf) No action taken pursuant In the Event of Default by County, the Developer shall be entitled to this recover an amount equal to the present value of any unpaid County Consideration as defined in Article VII hereof. (g) Subject to the County’s receipt of funds for road improvements for the project under the Iowa Department of Transportation’s RISE program, if the Developer fails to perform its obligations under Section 10.2 (including termination of 6.7, the Lease Agreement) County shall relieve be entitled to recover from the Company from its obligation Developer and the Developer shall pay to make all payments required the County, an amount equal to any reimbursement owed by Section 4.3 hereof or the County to the State due and owing PILOT Payments or Recapture Benefitsto such default.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency may take, to the extent permitted by law, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company LeaseAgreement, reconvey the Equipment Facility to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute an appropriate lease termination documents deed with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents deed and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documentsdeed; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreement. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.

Remedies on Default. 28- 33 (a) Whenever any Event of Default referred to in Section 8.1 hereof shall have occurred happened and be continuing, and the Agency may take, Trustee has accelerated the Bonds pursuant to the extent permitted by law, any one or more provisions of the following remedial steps: Indenture, Trustee (i) declareor Issuer with the written consent of Trustee), may by written notice to Company, with notice of same given to Issuer and the CompanyLGC, declare an amount equal to all amounts then due and payable on the Bonds, whether by acceleration of maturity (as provided in the Indenture) or otherwise, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and exercise the remedies provided in the Indenture. In addition, the Trustee (Dor Issuer with the written consent of the Trustee) may take one or any more of the following remedial steps: (i) Have reasonable access to and inspect, examine and make copies of the books and records and any and all other payments due under this Lease Agreement; providedaccounts, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred data and be continuing, such installments of rent income tax and other payments due under this Lease Agreement shall become immediately due and payable without notice to tax returns of Company during regular business hours of Company if reasonably necessary in the Company or the taking opinion of any other action by the Agency;Trustee; or (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other Take whatever action at law or in equity which may appear necessary or desirable to collect the payments amounts then due or and thereafter to become due hereunderdue, and or to enforce the obligationsperformance and observance of any obligation, agreements and covenants agreement or covenant of the Company under this Lease Agreement. (b) No Whenever any Event of Default referred to in Section 8.1 hereof shall have happened and be continuing, and the Trustee has not accelerated the Bonds pursuant to the provisions of the Indenture, the Trustee (or Issuer with the written consent of Trustee) may take one or more of the remedial steps outlined in Section 8.2(a)(i) and (ii) above. (c) The Issuer, without the consent of the Trustee, may enforce its rights hereunder and under the Indenture to receive payment of fees and indemnification and to bring actions and proceedings therefor, independent of any action by the Trustee. Any amounts collected pursuant to action taken under this Section 8.2, excluding amounts collected by the Issuer pursuant to subsection (c) of this Section 10.2 (including termination 8.2, shall be paid into the Bond Fund and applied in accordance with the provisions of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture BenefitsIndenture.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 9.1 shall have occurred and be continuing, the Agency may take, to the extent permitted by law, take any one or more of the following remedial steps: (i) declareThe Agency may terminate this Agreement (with the effect that the Term shall be deemed to have expired on such date of termination as if such date were the original Expiration Date of this Agreement) in which case this Agreement and all of the estate, by written notice right, title and interest herein granted or vested in the Lessee shall cease and terminate, and convey all of the Agency’s right, title and interest in the Facility to the CompanyLessee, to be immediately due which the Agency may accomplish by executing and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officerecording, at the sole cost and expense of the Company and in such event Lessee, lease termination agreements to terminate the Company Lease and this Agreement of record as required by law and a ▇▇▇▇ of sale for the conveyance of the Facility Personalty to the Lessee (to the extent of any interest, if any, of the Agency in the Facility Personalty). The Lessee hereby waives delivery and acceptance of such lease termination documents agreements as a condition to their validity, and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), ) with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; oragreements; (ii) The Agency may bring an action for damages, injunction or specific performance; (iii) The Agency may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments Rental Payments then due due, or thereafter to become due hereunder, and to enforce the performance or observance of any obligations, agreements and or covenants of the Company Lessee under this Lease Agreement.; (biv) No action taken The Agency may suspend or terminate its authorization hereunder and pursuant to this any Sales Tax Agent Authorization Letter with respect to the Sales Tax Exemption; or (v) The Agency may require the Lessee to pay, as if the date of demand by the Agency were the Expiration Date, any NPV-PILOMRT that may be due under and in accordance with Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits5.3(d)(y).

Remedies on Default. (a) Whenever any Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingunder this Agreement, the Agency Issuer may take, to the extent permitted by law, take any one or more of the following remedial steps: (ia) declare, by By written notice declare all payments pursuant to the Company, to be Section 5.2(a) hereof and all other amounts payable hereunder immediately due and payable, whereupon the same shall become immediately due and payable: (A) payable without presentment, demand, protest or any other notice whatsoever, all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreementwhich are hereby expressly waived by the Company; provided, however, that if an Event of Default specified the Loan Agreement is still in Section 10.1(a)(vii) hereof effect, the Issuer shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to receive the Company or the taking of any other action by the AgencyAgent's prior written consent; (iib) terminate this Lease Agreement and In the Company Lease, reconvey event any of the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency Bonds shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost time be unpaid, have access to and expense inspect, examine and make copies of books and records and any and all accounts, data and income tax and other tax returns of the Company and in such event only, however, insofar as they relate to the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; orProject Facility; (iiic) take any Take whatever other action at law or in equity which may appear necessary or desirable to collect the payments amounts payable pursuant hereto then due or and thereafter to become due hereunder, and or to enforce the obligationsperformance and observance of any obligation, agreements and covenants agreement or covenant of the Company under this Lease Agreement.Agreement or to secure possession of the Project Facility; provided, however, that the Agent provides its prior written consent, except that no such consent is necessary or required with respect to enforcement of Sections 5.2(b) and (c), 5.4 or 6.2 hereinabove; (bd) Take possession of and operate the Project Facility upon thirty (30) days notice to the Company, with the prior written consent of the Agent; or (e) Terminate this Agreement and convey the Project Facility to the Company; provided, the Issuer shall give ninety (90) days notice to the Agent prior to such conveyance. In the enforcement of the remedies provided in this Section 10.2, the Issuer may treat all reasonable expenses of enforcement, including, without limitation, legal, accounting and advertising fees and expenses, as additional amounts payable by the Company then due and owing. No action taken pursuant to this Section 10.2 (including termination repossession of the Lease AgreementProject Facility) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits5 of this Agreement.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency may take, to the extent permitted by law, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Facility Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Company Facility and to place the same on record in the Suffolk Dutchess County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreement. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Recaptured Benefits.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuingoccurred, the Agency Board or the Trustee may take, to the extent permitted by law, take any one or more of the following remedial steps: (i) declareDeclare, by written notice to the CompanyBorrower, to be immediately due and payable, whereupon the same shall become immediately due and payablepayable and so accelerated: (A) all unpaid installments of rent amounts payable pursuant to Section 4.3(a5.1 hereof, and pursuant to the Note (constituting principal on the Loan and accrued but unpaid interest thereon) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred Agreement and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice pursuant to the Company Note (whether or not constituting principal on the taking of any other action by the AgencyLoan and accrued but unpaid interest thereon); (ii) terminate Terminate the disbursement of any moneys in the Construction Account in accordance with Section 4.3 hereof and, upon acceleration of the Loan pursuant to Section 10.2(a)(i) of this Lease Agreement Agreement, transfer such moneys to the Special Redemption Account; (iii) Foreclose and otherwise enforce the Security Instruments on, and any security interest in and the Company LeaseEquipment; (iv) As provided in the Security Instruments, reconvey take possession of the Equipment and for that purpose the Borrower agrees that (a) the Borrower will, when so requested by the Board or the Trustee assemble the Equipment and make it available to the Company Board or the Trustee on the premises on which it is located and terminate (b) the Sales Tax Exemption authorization. The Agency Board and the Trustee, their employees, agents and representatives shall have the right to execute appropriate lease termination documents with respect peacefully enter upon any premises in the possession of the Borrower wherein the Equipment or any part thereof may be located and take possession of and remove such Equipment without interference or hindrance from the Borrower, the officers, agents or employees or any person associated therewith; (v) Upon fifteen (15) calendar days' notice to the Facility Borrower (which the Borrower hereby agree is commercially reasonable) the Board or Trustee may proceed to sell or otherwise dispose of the Equipment or any part thereof by public or private sale in any commercially reasonable manner (and without intending to place limit the same on record generality of the foregoing, the Borrower hereby agrees that the sale of such property at a public auction conducted by a reputable auctioneer in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and manner in which such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interestauctions are usually conducted is commercially reasonable), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; orand (iiivi) take Take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and or covenants of the Company Borrower under this Lease AgreementAgreement and the Note or the Guarantor under the Guaranty. (b) No Any sums realized as a consequence of any action taken pursuant to this Section 10.2 (including termination 10.2(a) shall be paid to the Trustee and shall be applied by the Trustee, subject to the provisions of Section 7.04 of the Lease AgreementGeneral Bond Resolution, in accordance with the provisions of Section 6.06(d) shall relieve of the Company from its obligation General Bond Resolution, to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefitswhich such application the Borrower hereby consents.

Remedies on Default. (a) Whenever any Upon the occurrence of an Event of Default shall have occurred and be continuingunder this Agreement, the Agency Required Lenders, at their option, may take, to the extent permitted by law, declare any one or more all of the following remedial steps: (i) declareObligations, by written notice to including without limitation the CompanyNotes, to be immediately due and payable, whereupon without demand or notice to Debtor, the same Borrower, or any Guarantor. The obligations and liabilities accelerated thereby shall become immediately due bear interest (both before and payable: after any judgment) until paid in full at the lower of eighteen percent (A18%) all unpaid installments of rent payable pursuant to Section 4.3(a) and per annum or the maximum rate not prohibited by applicable law. (b) hereofUpon such declaration of default, the Agent shall have all of the rights and remedies of a secured party under the Uniform Commercial Code, and under any other applicable law. Without limiting the foregoing, the Agent shall have the right to (i) notify any account debtor of Debtor or any obligor on any instrument which constitutes part of the Collateral to make payment to the Agent, (Bii) all unpaid with or without legal process, enter any premises where the Collateral may be and past due PILOT Paymentstake possession and/or remove said Collateral from said premises, (Ciii) all due and owing Recapture Benefitssell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at said sale, (Div) lease or otherwise dispose of all or part of the Collateral, applying proceeds therefrom to the obligations then in default, and/or (v) use, without charge or liability to the Agent, any of the Debtor's labels, trade names, trademarks, patents, patent applications, licenses, certificates of authority, advertising materials, or any of the Debtor's other payments properties or interests in properties of similar nature in advertising for sale, selling or otherwise realizing upon any of the Collateral. If requested by the Agent, Debtor shall promptly assemble the Collateral and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient to both parties. The Agent may also render any or all of the Collateral unusable at the Debtor's premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice which the Agent is required to give to Debtor under the Uniform Commercial Code of the 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 notice is given to the last known address of Debtor at least five (5) days prior to such action. (c) 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; and lastly, to Debtor, if there exists any surplus. Debtor and the Borrower (as the case may be) shall remain fully liable for any deficiency. (d) In the event this Agreement, any Note or any other Loan Documents to which the Debtor is a party are placed in the hands of an attorney for collection of money due or to become due or to obtain performance of any provision thereof, Debtor agrees to pay all reasonable attorneys' fees incurred by the Agent or any Lender at such attorneys' standard hourly rates for time in fact incurred (without regard to any statutory presumption), and further agrees that payment of such fees is secured hereunder. Debtor and the Agent agree that such fees to the extent not in excess of fifteen percent (15%) of subject amount owing after default (if permitted by law, or such lesser sum as may otherwise be permitted by law) shall be deemed reasonable. (e) The Agent's rights and remedies hereunder or otherwise arising are cumulative and may be exercised singularly or concurrently. Neither the failure nor any delay on the part of the Agent to exercise any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The Agent shall not be deemed to have waived any of its rights hereunder or under any other agreement, instrument or paper signed by Debtor unless such waiver be in writing and signed by the Required Lenders. A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. (f) Any controversy or claim arising out of or relating to this Lease Agreement; providedMaster Security Agreement shall be determined by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The number of arbitrators shall be three. One arbitrator shall be appointed by each of the parties and the third arbitrator, howeverwho shall serve as chairman of the tribunal, that shall be appointed by the American Arbitration Association. The place of arbitration shall be Charlotte, North Carolina. Any arbitral award arising form any arbitration pursuant to this paragraph shall be final and binding upon all parties hereto. Notwithstanding the foregoing or any similar provision contained in any other Loan Document, neither the commencement or pendency of, or demand by any party for, any arbitration proceedings to determine any controversy or claim arising out of or relating to this Agreement or any other Loan Document shall preclude the Lenders or the Agent, if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuingoccurred, such installments from causing the maturity of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company Obligations or the taking Notes to be accelerated or enforcing any rights or remedies (including, without limitation, foreclosure, sale, liquidation or other rights or remedies) with respect to any Collateral, all of any other action by the Agency; which rights and remedies (ii) terminate this Lease Agreement and the Company Leaseincluding, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have without limitation, the right to execute appropriate lease termination documents with respect to cause the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense maturity of the Company and in such event Obligations or the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed Notes to be accelerated) may be exercised if an agency coupled with an interest)Event of Default shall have occurred, with full power notwithstanding the commencement or pendency of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of or demand for any such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreementproceedings. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.

Remedies on Default. (a) Whenever any an Event of Default shall have occurred and be continuing, KDHE, the Agency may take, to the extent permitted by law, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company Insurer or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency Municipality shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other whatever action at law or in equity which may appear necessary or desirable to collect the payments amounts then due or thereafter and to become due hereunder, and or to enforce the obligationsperformance and observance of any obligation or agreement of KDHE or the Municipality (including, agreements without limitation, withholding remaining Loan disbursements and covenants cancellation of the Company Loan Agreement (subject to consent of the Insurer as provided in Article VI)), or such other remedies provided to the Secretary in the Loan Act and the Regulations; provided that: (1) the remedies for any Event of Default resulting solely from noncompliance by the Municipality with Section 3.02(m) (Particular Covenants of the Municipality - Obligation to Provide Information if Notified by KDHE) of this Loan Agreement shall be limited to such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Municipality to comply with its obligations under such section; and (2) subject to the limitation in clause (1) of this subsection, if KDHE has a right to accelerate the Loan pursuant to Section 3.02(r) (Particular Covenants of the Municipality – Additional Rights) of this Loan Agreement, KDHE may declare the outstanding balance of the Loan to be, and the same shall thereupon forthwith become, immediately due and payable, together with the interest accrued thereon and all fees, costs, expenses, indemnities and other amounts payable under this Lease Loan Agreement, all without presentment, demand, notice, declaration, protest or other requirements of any kind, all of which are hereby expressly waived. (b) No The parties hereto acknowledge that the Bond Resolutions and all of the provisions thereof shall constitute a contract between the Municipality, the Bond Insurer, if any, and each of the Owners of Utility Indebtedness incurred under the applicable Bond Resolution, and any such Owner may by suit, action, mandamus, injunction or other proceeding, either at law or in equity, enforce and compel performance of all duties, obligations and conditions determined and required by the applicable Bond Resolutions, subject to the limitations set forth in the applicable Bond Resolutions; provided however, that no Owner of Subordinate Indebtedness shall have the ability to impair the rights of Owners of Parity Indebtedness. Upon the happening and continuance of any Event of Default under a Bond Resolution, then and in every such case any Owner of Utility Indebtedness issued under such Bond Resolution may proceed, subject to the provisions of the applicable Bond Resolution, to protect and enforce the rights of the Owners by a suit, action taken or special proceeding in equity, or at law, either for the specific performance of any covenant or agreement contained therein or in aid or execution of any power therein granted or for the enforcement of any proper legal or equitable remedy as such Owner shall deem most effectual to protect and enforce such rights. (c) The parties further acknowledge that anything in the Bond Resolutions to the contrary notwithstanding, if at any time moneys in the Principal and Interest Account shall not be sufficient to pay the interest on or the principal of the Utility Indebtedness as the same shall become due and payable, such moneys, together with any moneys then available or thereafter becoming available for such purpose, whether through the exercise of the remedies provided for in this Section or otherwise, shall he applied as follows: (1) If the principal of all the Parity Indebtedness shall not have become due and payable, all such moneys shall be applied: first: to the payment of the persons entitled thereto of all installments of interest then due and payable in the order in which such installments became due and payable, and, if the amount available shall not be sufficient to pay in full any particular installments, then to the payment, ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference except as to any difference in the respective rates of interest specified in the Parity Indebtedness; second: to the payment to the persons entitled thereto of the unpaid principal of any of the Parity Indebtedness which shall have become due and payable (other than Parity Indebtedness called for redemption for the payment of which moneys are held pursuant to this Section 10.2 (including termination the provisions of the Lease Agreement) shall relieve Bond Resolutions), in the Company order of their due dates, with interest on the principal amount of such Parity Indebtedness at the respective rates specified therein from its obligation to make all payments required by Section 4.3 hereof or the respective dates upon which such Parity Indebtedness' became due and owing PILOT Payments payable, and, if the amount available shall not be sufficient to pay in full the principal of the Parity Indebtedness due and payable on any particular date, together with such interest, then to the payment first of such interest, ratably, according to the amount of such interest due on such date, and then to the payment of such principal, ratably, according to the amount of such principal due on such date, to the persons entitled thereto without any discrimination or Recapture Benefitspreference; and third: to the payment of the interest on and the principal of the Parity Indebtedness, to the purchase and retirement of the Parity Indebtedness and to the redemption of the Parity Indebtedness, all in accordance with the provisions of the Bond Resolutions. (2) If the principal of all of the Parity Indebtedness shall have become due and payable, all such moneys shall be applied:

Remedies on Default. (aA) Whenever any Event of Default hereunder shall have occurred and be continuingoccurred, the Agency may takemay, to the extent permitted by law, take any one or more of the following remedial steps: (i1) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: , (Aa) all unpaid installments of rent amounts payable pursuant to Section 4.3(a) 5.3 hereof, and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement or any of the other Basic Documents; or (2) re-enter and take possession of the Project Facility, enforce or terminate this Lease Agreement; provided, howeversell its interest in the Project Facility, that subject to Permitted Encumbrances, at public or private sale, as a whole or piecemeal, for such consideration as may be deemed appropriate in the circumstances, and hold the Company liable for the amount, if an Event any, by which the aggregate unpaid amounts due hereunder exceed the Net Proceeds received upon such sale, or manage and operate the Project Facility, collect all or any rents accruing therefrom, let or relet the Project Facility or any part thereof for the Agency’s own account or the account of Default specified the Company, holding the Company liable for payments due up to the effective date of such leasing and for the difference in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of the rent and other amounts paid by the lessee pursuant to such lease and the rental payments due under this Lease Agreement shall become immediately due and other amounts payable without notice to by the Company hereunder, cancel or modify leases, evict tenants, bring or defend any suits in connection with the taking possession of any the Project Facility in its own name or in the Company’s name, make repairs as the Agency deems appropriate, and perform such other action by acts in connection with the management and operation of the Project Facility as the Agency;, in its discretion, may deem proper; or (ii3) terminate this Lease Agreement and the Company Lease, reconvey the Equipment convey to the Company all the Agency’s title and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect interest in and to the Project Facility (the conveyance of the Agency’s title and interest in and to place the same on record in Project Facility shall be effected by the Suffolk County Clerk’s office, at recording by the sole cost and expense Agency of the Assignment to Company and in such event the Company waives delivery and acceptance Bill of such lease termination documents and Sale to Company; the Company hereby appoints the Agency its true agrees to pay all expenses and lawful agent and attorney-in-fact (which appointment shall be deemed taxes, if any, applicable to be an agency coupled with an interestor arising from any such transfer of title), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii4) take any other action at law or in equity which may appear necessary or desirable to collect the payments any amounts then due or thereafter to become due hereunder, hereunder and to enforce the obligations, agreements and or covenants of the Company under this Lease Agreement. (bB) No action taken pursuant to this Section 10.2 (including termination repossession of the Lease AgreementProject Facility) shall relieve the Company from its obligation obligations to make all payments required by Section 4.3 hereof or due this Lease Agreement and owing PILOT Payments or Recapture Benefitsthe other Basic Documents.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 9.1 shall have occurred and be continuing, the Agency may take, to the extent permitted by law, take any one or more of the following remedial steps: (i) declareThe Agency may terminate this Agreement (with the effect that the Term shall be deemed to have expired on such date of termination as if such date were the original Expiration Date of this Agreement) in which case this Agreement and all of the estate, by written notice right, title and interest herein granted or vested in the Lessee shall cease and terminate, and convey all of the Agency’s right, title and interest in the Facility to the CompanyLessee, to be immediately due which the Agency may accomplish by executing and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officerecording, at the sole cost and expense of the Company and in such event Lessee, lease termination agreements to terminate the Company Lease and this Agreement of record as required by law and a ▇▇▇▇ of sale for the conveyance of the Facility Personalty to the Lessee (to the extent of any interest, if any, of the Agency in the Facility Personalty). The Lessee hereby waives delivery and acceptance of such lease termination documents agreements as a condition to their validity, and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), ) with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; oragreements; (ii) The Agency may bring an action for damages, injunction or specific performance; (iii) The Agency may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments Rental Payments then due due, or thereafter to become due hereunder, and to enforce the performance or observance of any obligations, agreements and or covenants of the Company Lessee under this Lease Agreement; (iv) The Agency may suspend or terminate its authorization hereunder and pursuant to any Sales Tax Agent Authorization Letter with respect to the Sales Tax Exemption; or (v) The Agency may require the Lessee to pay, as if the date of demand by the Agency were the Expiration Date, any NPV-PILOMRT that may be due under and in accordance with Section 5.3(d)(y). (b) No action taken pursuant to this Section 10.2 9.2 (including termination of the Lease Agreementthis Agreement pursuant to this Section 9.2 or by operation of law or otherwise) shall shall, except as expressly provided herein, relieve the Company Lessee from its obligation the Lessee’s obligations hereunder, including the obligations of the Lessee under Sections 5.1 (until such time as a Cessation Date occurs and, by reason thereof, the Lessee shall again pay Real Estate Taxes with respect to make the Facility Realty), 5.2, 5.3, 5.4, 8.2, 8.24, 9.2, 9.6, 9.7, 9.8, 11.4, 11.5, 11.6, 11.11, 11.13 and 11.14, all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefitsof which shall survive any such action.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency may take, referred to the extent permitted by law, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) 7.1 hereof shall have occurred and be continuing, any obligation of the Bondowner Representative to approve Requisitions shall be terminated, and the Bondowner Representative (subject to the provisions of the Indenture) shall: (i) by notice in writing to the Borrower declare the unpaid indebtedness under the Loan Documents to be due and payable immediately, and upon any such installments of rent and other payments due under this Lease Agreement declaration the same shall become and shall be immediately due and payable without notice to the Company or the taking of any other action by the Agency;payable; and (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other whatever action at law or in equity which or under any of the Loan Documents, the General Partner Documents or the Guarantor Documents, as may appear necessary or desirable to collect the payments and other amounts then due or and thereafter to become due hereunderhereunder or thereunder or under the Note, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Loan Agreement, the Note or any other Loan Document (including without limitation foreclosure of the Mortgage), any General Partner Document or any Guarantor Document (including actions to enforce the obligationsPayment Guaranty and/or the Completion Agreement); and (iii) cause the Project to be completed, agreements rehabilitated and covenants of equipped in accordance with the Company under this Lease AgreementPlans and Specifications, with such changes therein as the Bondowner Representative may, from time to time, and in its sole discretion, deem appropriate. (b) Any amounts collected pursuant to action taken under this Section (other than amounts collected by the Issuer pursuant to the Reserved Rights) shall, after the payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Issuer or the Bondowner Representative and their respective Counsel, be paid to the Bondowner Representative (unless otherwise provided in this Loan Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) 7.2 shall relieve the Company Borrower from its obligation the Borrower’s obligations pursuant to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits3.2 hereof.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency may take, to the extent permitted by law, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk Ontario County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreement. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.

Remedies on Default. (a) Whenever any In the event of an Event of Default Default: (1) the Trustee, on behalf of the Secured Parties, shall have occurred all of the rights and be continuingremedies of a secured party under the Uniform Commercial Code of the State of New York and any other applicable jurisdiction, including without limitation, the Agency may takeright, to the maximum extent permitted by law, any one or more to exercise all voting, consensual and other rights of ownership pertaining to the Collateral as if the Trustee was the absolute and sole owner thereof, including, without limitation, the withdrawal of funds from the Account to satisfy the Notes in accordance with Section 6(b) hereof; (2) the Company, at the request of the following remedial steps:Trustee, shall assemble the Collateral at such place or places, reasonably convenient to the Trustee; (i3) declarethe Trustee, by in its discretion may, in the name of the Company or otherwise, demand, sue for or collect or receive any money or property at any t▇▇▇ payable or receivable, on account of or in exchange for any of the Collateral; and (4) the Trustee may take any of the other actions described in Section 7(b) hereof. (b) Prior to exercising any rights over the Collateral, the Trustee shall give three Business Days' prior written notice to the Company, to be immediately due and payable, whereupon . Promptly following receipt of such notice from the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture BenefitsTrustee, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without subject to any notice to the Company which may be required by applicable law, the Trustee shall sell, redeem or otherwise convert any Permitted Investments to cash and place such cash on deposit in the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorizationAccount. The Agency Company hereby agrees to cooperate with the Trustee and to take any action which may be necessary or desirable to effect any such sale, redemption or other conversion. After the Permitted Investments have been converted to cash, the Trustee shall have the right to execute appropriate lease termination documents withdraw funds from the Account to permit the Paying Agent to make payments on the Notes in accordance with respect their terms and to the Facility and extent of amounts then owed to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease AgreementSecured Parties. (bc) No The Company agrees to take all such action taken pursuant as may be appropriate to give effect to the rights of the Trustee and the Secured Parties set forth in this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by 6 and in Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits7 hereof.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 9.1 shall have occurred and be continuing, the Agency may take, to the extent permitted by law, take any one or more of the following remedial steps: (i) declareThe Agency may terminate this Agreement (with the effect that the Term shall be deemed to have expired on such date of termination as if such date were the original Expiration Date of this Agreement) in which case this Agreement and all of the estate, by written notice right, title and interest herein granted or vested in the Lessee shall cease and terminate, and convey all of the Agency’s right, title and interest in the Facility to the CompanyLessee, to be immediately due which the Agency may accomplish by executing and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officerecording, at the sole cost and expense of the Company and in such event Lessee, lease termination agreements to terminate the Company Lease and this Agreement of record as required by law and a bill of sale for the conveyance of the Facility Personalty to the Lessee (to the extent of any interest, if any, of the Agency in the Facility Personalty). The Lessee hereby waives delivery and acceptance of such lease termination documents agreements as a condition to their validity, and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), ) with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; oragreements; (ii) The Agency may bring an action for damages, injunction or specific performance; (iii) The Agency may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments Rental Payments then due due, or thereafter to become due hereunder, and to enforce the performance or observance of any obligations, agreements and or covenants of the Company Lessee under this Lease Agreement.; (biv) No action taken The Agency may suspend or terminate its authorization hereunder and pursuant to this any Sales Tax Agent Authorization Letter with respect to the Sales Tax Exemption; or (v) The Agency may require the Lessee to pay, as if the date of demand by the Agency were the Expiration Date, any NPV-PILOMRT that may be due under and in accordance with Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits5.3(d)(y).

Remedies on Default. (a) Whenever any Event of Default referred to in Section 9.1 shall have occurred and be continuing, the Agency may take, to the extent permitted by law, take any one or more of the following remedial steps: (i) declareThe Agency may terminate this Agreement (with the effect that the Term shall be deemed to have expired on such date of termination as if such date were the original Expiration Date of this Agreement) in which case this Agreement and all of the estate, by written notice right, title and interest herein granted or vested in the Lessee shall cease and terminate, and convey all of the Agency’s right, title and interest in the Facility to the CompanyLessee, to be immediately due which the Agency may accomplish by executing and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officerecording, at the sole cost and expense of the Company and in such event Lessee, lease termination agreements to terminate the Company Lease and this Agreement of record as required by law and a bill of sale for the conveyance of the Facility Personalty to the Lessee (to the extent of any interest, if any, of the Agency in the Facility Personalty). The Lessee hereby waives delivery and acceptance of such lease termination documents agreements as a condition to their validity, and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), ) with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documentsagreements; (ii) The Agency may bring an action for damages, injunction or specific performance; or (iii) The Agency may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments Rental Payments then due due, or thereafter to become due hereunder, and to enforce the performance or observance of any obligations, agreements and or covenants of the Company Lessee under this Lease Agreement. (b) No action taken pursuant to this Section 10.2 9.2 (including termination of the Lease Agreementthis Agreement pursuant to this Section 9.2 or by operation of law or otherwise) shall shall, except as expressly provided herein, relieve the Company Lessee from its obligation the Lessee’s obligations hereunder, including the obligations of the Lessee under Sections 5.1 (until such time as a Cessation Date occurs and, by reason thereof, the Lessee shall again pay Real Estate Taxes with respect to make the Facility Realty), 5.2, 5.4, 8.2, 8.24, 8.25, 9.2, 9.6, 9.7, 9.8, 11.4, 11.5, 11.6, 11.11, 11.13 and 11.14, all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefitsof which shall survive any such action.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuingoccurred, the Agency Board or the Trustee may take, to the extent permitted by law, take any one or more of the following remedial steps: (i) declareDeclare, by written notice to the CompanyBorrower, to be immediately due and payable, whereupon the same shall become immediately due and payablepayable and so accelerated: (A) all unpaid installments of rent amounts payable pursuant to Section 4.3(a5.1 hereof, and pursuant to the Note (constituting principal on the Loan and accrued but unpaid interest thereon) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred Agreement and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice pursuant to the Company Note (whether or not constituting principal on the taking of any other action by the AgencyLoan and accrued but unpaid interest thereon); (ii) terminate Terminate the disbursement of any moneys in the Construction Account in accordance with Section 4.3 hereof and, upon acceleration of the Loan pursuant to Section 10.2(a)(i) of this Lease Agreement Agreement, transfer such moneys to the Special Redemption Account; (iii) Enforce the Security Instruments on, and any security interest in, the Equipment; (iv) As provided in the Security Instruments, take possession of the Equipment and for that purpose the Borrower agrees that (a) the Borrower will, when so requested by the Board or the Trustee assemble the Equipment and make it available to the Board or the Trustee on the premises on which it is located and (b) the Board and the Company LeaseTrustee, reconvey the Equipment to the Company their employees, agents and terminate the Sales Tax Exemption authorization. The Agency representatives shall have the right to execute appropriate lease termination documents with respect peacefully enter upon any premises in the possession of the Borrower wherein the Equipment or any part thereof may be located and take possession of and remove such Equipment without interference or hindrance from the Borrower, the officers, agents or employees or any person associated therewith; (v) Upon fifteen (15) calendar days' notice to the Facility Borrower (which the Borrower hereby agree is commercially reasonable) the Board or Trustee may proceed to sell or otherwise dispose of the Equipment or any part thereof by public or private sale in any commercially reasonable manner (and without intending to place limit the same on record generality of the foregoing, the Borrower hereby agrees that the sale of such property at a public auction conducted by a reputable auctioneer in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and manner in which such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interestauctions are usually conducted is commercially reasonable), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; orand (iiivi) take Take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and or covenants of the Company Borrower under this Lease Agreement, the Security Instruments and the Note. (b) No Any sums realized as a consequence of any action taken pursuant to this Section 10.2 (including termination 10.2(a) shall be paid to the Trustee and shall be applied by the Trustee, subject to the provisions of Section 7.04 of the Lease AgreementGeneral Bond Resolution, in accordance with the provisions of Section 6.06(d) shall relieve of the Company from its obligation General Bond Resolution, to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefitswhich such application the Borrower hereby consents.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 9.1 shall have occurred and be continuing, the Agency may take, to the extent permitted by law, take any one or more of the following remedial steps: (i) declareThe Agency may terminate this Agreement (with the effect that the Term shall be deemed to have expired on such date of termination as if such date were the original Expiration Date of this Agreement) in which case this Agreement and all of the estate, by written notice right, title and interest herein granted or vested in the Lessee shall cease and terminate, and convey all of the Agency’s right, title and interest in the Facility to the CompanyLessee, to be immediately due which the Agency may accomplish by executing and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officerecording, at the sole cost and expense of the Company and in such event Lessee, lease termination agreements to terminate the Company Lease and this Agreement of record as required by law and a ▇▇▇▇ of sale for the conveyance of the Facility Personalty to the Lessee (to the extent of any interest, if any, of the Agency in the Facility Personalty). The Lessee hereby waives delivery and acceptance of such lease termination documents agreements as a condition to their validity, and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), ) with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; oragreements; (ii) The Agency may bring an action for damages, injunction or specific performance; (iii) The Agency may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments Rental Payments then due due, or thereafter to become due hereunder, and to enforce the performance or observance of any obligations, agreements and or covenants of the Company Lessee under this Lease Agreement; or (iv) The Agency may suspend or terminate its authorization hereunder and pursuant to any Sales Tax Agent Authorization Letter with respect to the Sales Tax Exemption. (b) No action taken pursuant to this Section 10.2 9.2 (including termination of the Lease Agreementthis Agreement pursuant to this Section 9.2 or by operation of law or otherwise) shall shall, except as expressly provided herein, relieve the Company Lessee from its obligation the Lessee’s obligations hereunder, including the obligations of the Lessee under Sections 5.1 (until such time as a Cessation Date occurs and, by reason thereof, the Lessee shall again pay Real Estate Taxes with respect to make the Facility Realty), 5.2, 5.3, 5.4, 8.2, 8.24, 8.25, 8.26, 9.2, 9.6, 9.7, 9.8, 11.4, 11.5, 11.6, 11.11, 11.13 and 11.14, all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefitsof which shall survive any such action.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency may take, to the extent permitted by law, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (bc) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk Dutchess County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreement. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 9.1 shall have occurred and be continuing, the Agency may take, to the extent permitted by law, take any one or more of the following remedial steps: (i) declareThe Agency may terminate this Agreement (with the effect that the Term shall be deemed to have expired on such date of termination as if such date were the original Expiration Date of this Agreement) in which case this Agreement and all of the estate, by written notice right, title and interest herein granted or vested in the Lessee shall cease and terminate, and convey all of the Agency’s right, title and interest in the Facility to the CompanyLessee, to be immediately due which the Agency may accomplish by executing and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officerecording, at the sole cost and expense of the Company and in such event Lessee, lease termination agreements to terminate the Company Lease and this Agreement of record as required by law and a bill of sale for the conveyance of the Facility Personalty to the Lessee (to the extent of any interest, if any, of the Agency in the Facility Personalty). The Lessee hereby waives delivery and acceptance of such lease termination documents agreements as a condition to their validity, and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), ) with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; oragreements; (ii) The Agency may bring an action for damages, injunction or specific performance; (iii) The Agency may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments Rental Payments then due due, or thereafter to become due hereunder, and to enforce the performance or observance of any obligations, agreements and or covenants of the Company Lessee under this Lease Agreement; or (iv) The Agency may suspend or terminate its authorization hereunder and pursuant to any Sales Tax Agent Authorization Letter with respect to the Sales Tax Exemption. (b) No action taken pursuant to this Section 10.2 9.2 (including termination of the Lease Agreementthis Agreement pursuant to this Section 9.2 or by operation of law or otherwise) shall shall, except as expressly provided herein, relieve the Company Lessee from its obligation the Lessee’s obligations hereunder, including the obligations of the Lessee under Sections 5.1 (until such time as a Cessation Date occurs and, by reason thereof, the Lessee shall again pay Real Estate Taxes with respect to make the Facility Realty), 5.2, 5.4, 8.2, 9.2, 9.6, 9.7, 9.8, 11.4, 11.5, 11.6, 11.11, 11.13 and 11.14, all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefitsof which shall survive any such action.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 9.1 shall have occurred and be continuingcontinuing beyond any notice or cure period as set forth in Section 9.1 or elsewhere in the Project Documents, the Agency may take, to the extent permitted by law, take any one or more of the following remedial steps: (i) declareThe Agency may terminate this Agreement (with the effect that the Term shall be deemed to have expired on such date of termination as if such date were the original Expiration Date of this Agreement) in which case this Agreement and all of the estate, by written notice right, title and interest herein granted or vested in the Lessee shall cease and terminate, and convey all of the Agency’s right, title and interest in the Facility to the CompanyLessee, to be immediately due which the Agency may accomplish by executing and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officerecording, at the sole cost and expense of the Company and in such event Lessee, lease termination agreements to terminate the Company Lease and this Agreement of record as required by law and a ▇▇▇▇ of sale for the conveyance of the Facility Personalty to the Lessee (to the extent of any interest, if any, of the Agency in the Facility Personalty). The Lessee hereby waives delivery and acceptance of such lease termination documents agreements as a condition to their validity, and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), ) with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; oragreements; (ii) The Agency may bring an action for damages, injunction or specific performance; (iii) The Agency may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments Rental Payments then due due, or thereafter to become due hereunder, and to enforce the performance or observance of any obligations, agreements and or covenants of the Company Lessee under this Lease Agreement; or (iv) The Agency may suspend or terminate its authorization hereunder and pursuant to any Sales Tax Agent Authorization Letter with respect to the Sales Tax Exemption. (b) No action taken pursuant to this Section 10.2 9.2 (including termination of the Lease Agreementthis Agreement pursuant to this Section 9.2 or by operation of law or otherwise) shall shall, except as expressly provided herein, relieve the Company Lessee from its obligation the Lessee’s obligations hereunder, including the obligations of the Lessee under Sections 5.1 (until such time as a Cessation Date occurs and, by reason thereof, the Lessee shall again pay Real Estate Taxes with respect to make the Facility Realty), 5.2, 5.3, 5.4, 8.2, 8.24, 9.2, 9.6, 9.7, 9.8, 11.4, 11.5, 11.6, 11.11, 11.13 and 11.14, all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefitsof which shall survive any such action.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuingoccurred, the Agency or the Mortgagee may take, to the extent permitted by law, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a5.3(a) and (b) hereof, (B) all unpaid and past due payments in lieu of taxes pursuant to the PILOT Payments, Agreement and (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii10.l(a)(vii) hereof shall have occurred and be continuingoccurred, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the AgencyAgency or the Mortgagee; (ii) re-enter and take possession of the Facility, on ten (10) days written notice to the Company, without terminating this Lease Agreement and without being liable for any prosecution or damages therefor, and sublease the Facility for the account of the Company, holding the Company liable for the amount, if any, by which the aggregate of the rents and other amounts payable by the Company hereunder exceeds the aggregate of the rents and other amounts received from the sublessee under such sublease. (iii) terminate, on ten (10) days written notice to the Company (provided, however, that no notice of termination to the Company shall be required upon the occurrence of an Event o Default pursuant to Section i0.l(a)(ix) or (x) hereof), the Lease Term and all rights of the Company under this Lease Agreement and, without being liable for any prosecution or damages therefor, exclude the Company from possession of the Facility and lease the Facility to another Person for the account of the Company, holding the Company liable for the amount, if any, by which the aggregate of the rents and other amounts payable by the Company hereunder exceeds the aggregate of the rents and other amounts received from such other Person under the new lease; (iv) enter upon the Facility and complete the acquisition, construction and equipping of the Facility in accordance with the Plans and Specifications (with such changes as the Mortgagee may deem appropriate) and in connection therewith (a) engage architects, contractors, materialmen, laborers and suppliers and others, (b) employ watchmen to protect and preserve the Facility, (c) assume any contract relating to the Facility and take over and use all labor, materials, supplies and equipment, whether or not previously incorporated into the Facility, (d) pay, settle or compromise all bills or claims, (e) discontinue any work or change any course of action already undertaken with respect to the Facility, and (f) take or refrain from taking such action hereunder as the Mortgagee rosy from time to time determine; (v) terminate this Lease Agreement and the Company Lease, reconvey the Equipment Facility to the Company subject to the Mortgage (unless same have been satisfied or released) and terminate the Sales Tax Exemption authorizationPILOT Agreement. The Agency shall have the right to execute an appropriate lease termination documents deed with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office's Office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents deed and the Company hereby appoints the Agency its Its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documentsdeed; or (iiivi) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunderhereunder and under the PILOT Agreement, to secure possession of the Facility, and to enforce the obligations, obligations1 agreements and or covenants of the Company under this Lease Agreement and under the PILOT Agreement. (b) In the event the Facility is subleased or leased to another Person pursuant to Section l0.2(a)(ii) or (iii) hereof, the Agency or the Mortgagee, as appropriate, may (but shall be under no obligation to) make such repairs or alterations in or to the Facility as it may deem necessary or desirable for the Implementation of such sublease or lease, and the Company shall he liable and agrees to pay the costs of such repairs or alterations and the expenses incidental to the effecting of such sublease or lease, together with interest on such costs and expense paid by either the Agency or the Mortgagee at the rate at one percent (1%) in excess of the rate set forth in the Note, but in no event at a rate higher than the maximum lawful prevailing rate, from the date on which such costs and expenses were incurred until the date on which such payment is made, notwithstanding that the Lease Term and all rights of the Company under this Lease Agreement may have been terminated pursuant to Section 10.2(a)(iii) hereof. (c) Any sums payable to the Agency as a consequence of any action taken pursuant to this Section 10,2 (other than those sums attributable to Unassigned Rights) shall be paid to the Mortgagee and applied to the payment of the Loan. (d) No action taken pursuant to this Section 10.2 (including termination repossession of the Lease AgreementFacility) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof 5.3 hereof. (e) After an Event of Default shall have occurred, the Company shall have the right upon notice to the Agency and the Mortgagee to enter the Facility with agents or due representatives of the Agency and owing PILOT Payments the Mortgagee to remove any equipment or Recapture Benefitsother personalty owned by the Company if such equipment or personalty is not part of the Facility.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 9.1 shall have occurred and be continuing, the Agency may take, to the extent permitted by law, take any one or more of the following remedial steps: (i) declare, The Agency may terminate the Company Lease and the Agency Lease Leasehold Estate by delivery of written notice to the CompanyLessee specifying the date of termination (which in no event may be less than ten (10) days or more than sixty (60) days from the date of the notice) in which case, to be immediately due and payable, whereupon so long as the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an applicable Event of Default specified is continuing on the date of termination, the Company Lease and the Agency Lease Leasehold Estate shall cease and terminate (subject to the continuance of this Agreement and as provided in Section 10.1(a)(vii) hereof shall have occurred 4.2(b)), and be continuingconvey all of the Agency’s right, such installments of rent title and other payments due under this Lease Agreement shall become immediately due and payable without notice interest in the Facility to the Company or Lessee, which the taking of any other action Agency may accomplish by the Agency; (ii) terminate this Lease Agreement executing and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officerecording, at the sole cost and expense of the Company and in such event Lessee, lease termination agreements to terminate the Company Lease and the Agency Lease Leasehold Estate (subject to the continuance of this Agreement and as provided in Section 4.2(b)), of record as required by law. The Lessee hereby waives delivery and acceptance of such lease termination documents agreements as a condition to their validity, and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), ) with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; oragreements; (ii) The Agency may bring an action for damages, injunction or specific performance; (iii) The Agency may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments Rental Payments then due due, or thereafter to become due hereunder, and to enforce the performance or observance of any obligations, agreements and or covenants of the Company Lessee under this Lease Agreement; or (iv) The Agency may suspend or terminate its authorization hereunder and pursuant to any Sales Tax Agent Authorization Letter with respect to the Sales Tax Exemption. (b) No action taken pursuant to this Section 10.2 9.2 (including termination of the Company Lease Agreementand the Agency Lease Leasehold Estate pursuant to this Section 9.2 or by operation of law or otherwise) shall shall, except as expressly provided herein, relieve the Lessee from the Lessee’s continuing obligations under this Agreement, which continuing obligations shall survive the expiration or termination of the Company from its obligation to make all payments required by Section 4.3 hereof or due Lease and owing PILOT Payments or Recapture Benefitsthe Agency Lease Leasehold Estate.

Remedies on Default. ‌ (a) Whenever any Event of Default shall have occurred by the City under Section 5.01 occurs and be is continuing, the Agency only remedy that may take, be sought from the City is strictly limited to the extent permitted by law, any one or more specific performance of the following remedial steps: (i) declareCity’s obligations set forth under the defaulted section, by written notice to or if applicable, the Company, to be immediately due and payable, whereupon remedies set forth in the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action ancillary documents referenced by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreementdefaulted section. (b) No action taken pursuant Whenever any Event of Default by the City not subject to Section 8.03 (a) occurs and is continuing, the only remedy that may be sought from the City is strictly limited to use, as applicable, of available Tax Increment Funds to pay TIF Eligible Costs (i.e., the City can have no liability under this Agreement that in any way extends to its general or tax funds, or any other source of funds apart from the Tax Increment Funds derived from the Developer Project), except that, in case of any diversion by the City of Tax Increment Funds in breach of this Agreement, the City will be obligated to restore such diverted revenues, dollar for dollar, from any lawfully available source of appropriations. (c) Whenever any Event of Default by the Developer occurs and is continuing, subject to applicable cure periods, the City may (1) pursue any remedy at law and in equity, except as provided below, including specific performance of the Agreement and/or (2) refuse to approve any further Certificates of TIF Expenditures or make any disbursements until such Event of Default is cured by the Developer and withhold any Tax Increment Funds and/or (3) terminate the TIF District and/or (4) terminate this Agreement. (d) Notwithstanding any other provision of this Agreement to the contrary, in no event will the Developer or the City ever be liable for any punitive, special, incidental, or consequential damages in connection with this Agreement, or otherwise. For the purposes of this Section 10.2 8.03(d), consequential damages include, but are not limited to, lost profits, lost tax revenue, or other similar losses which are not direct out-of-pocket costs incurred by any non-defaulting Party. (including termination e) If a Party has instituted any proceeding to enforce any right or remedy under this Agreement by suit or otherwise, and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Party seeking to enforce the right or remedy, then and in every case the Parties will, subject to any determination in such proceeding, be restored to their former positions and rights hereunder, and thereafter all rights and remedies of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture BenefitsParties will continue as though no such proceeding had been instituted.

Remedies on Default. Subject to Section 13 hereof entitled “Limited Obligation of the Town,” upon the occurrence of any Event of Default, the Bank may exercise any one or more of the following remedies as the Bank in its sole discretion shall elect: (a) Whenever any Event Declare the entire principal amount of Default shall have occurred the Installment Payments and be continuingall accrued interest and other charges immediately due and payable without notice or demand to the Town; (b) Proceed by appropriate court action to enforce performance by the Town of the applicable covenants of this Contract or to recover for the breach thereof; (c) Exercise all the rights and remedies of a secured party or creditor under the Uniform Commercial Code of the State of North Carolina and the general laws of the State of North Carolina with respect to the enforcement of the security interest granted or reserved hereunder, the Agency may takeincluding, without limitation, to the extent permitted by law, take possession of any one collateral without any court order or more other process of law and without liability for entering the premises and sell, lease, sublease or make other disposition of the following remedial steps: (i) declare, by written notice to same in a commercially reasonable manner for the Company, to be immediately due and payable, whereupon account of the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture BenefitsTown, and (D) 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 payments sale, lease, sublease or other disposition costs, toward the balance due under this Lease Agreement; providedContract and, howeverthereafter, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice pay any remaining proceeds to the Company or the taking of any other action by the AgencyTown; (iid) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense Take possession of any proceeds of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest)Equipment, with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documentsincluding Net Proceeds; or (iiie) take Pursue any other action remedy available at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter Bank. In addition to become due hereunderthe foregoing, from and after the occurrence and during the continuance of an Event of Default, the Interest Rate used to enforce calculate Installment Payments hereunder shall be the obligations, agreements and covenants of the Company under this Lease AgreementDefault Rate. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.

Remedies on Default. (a) Whenever any an Event of Default shall have occurred and be continuing, KDHE, the Agency may take, to the extent permitted by law, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company Insurer or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency Municipality shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other whatever action at law or in equity which may appear necessary or desirable to collect the payments amounts then due or thereafter and to become due hereunder, and or to enforce the obligationsperformance and observance of any obligation or agreement of KDHE or the Municipality (including, agreements without limitation, withholding remaining Loan disbursements and covenants cancellation of the Company Loan Agreement (subject to consent of the Insurer as provided in Article VI)), or such other remedies provided to the Secretary in the Loan Act and the Regulations; provided that: (1) the remedies for any Event of Default resulting solely from noncompliance by the Municipality with Section 3.02(m) (Particular Covenants of the Municipality - Obligation to Provide Information if Notified by KDHE) of this Loan Agreement shall be limited to such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Municipality to comply with its obligations under such section; and (2) subject to the limitation in clause (1) of this subsection, if KDHE has a right to accelerate the Loan pursuant to Section 3.02(r) (Particular Covenants of the Municipality – Additional Rights) of this Loan Agreement, KDHE may declare the outstanding balance of the Loan to be, and the same shall thereupon forthwith become, immediately due and payable, together with the interest accrued thereon and all fees, costs, expenses, indemnities and other amounts payable under this Lease Loan Agreement, all without presentment, demand, notice, declaration, protest or other requirements of any kind, all of which are hereby expressly waived. (b) No The parties hereto acknowledge that the Bond Resolutions and all of the provisions thereof shall constitute a contract between the Municipality, the Bond Insurer, if any, and each of the Owners of Utility Indebtedness incurred under the applicable Bond Resolution, and any such Owner may by suit, action, mandamus, injunction or other proceeding, either at law or in equity, enforce and compel performance of all duties, obligations and conditions determined and required by the applicable Bond Resolutions, subject to the limitations set forth in the applicable Bond Resolutions; provided however, that no Owner of Subordinate Indebtedness shall have the ability to impair the rights of Owners of Parity Indebtedness. Upon the happening and continuance of any Event of Default under a Bond Resolution, then and in every such case any Owner of Utility Indebtedness issued under such Bond Resolution may proceed, subject to the provisions of the applicable Bond Resolution, to protect and enforce the rights of the Owners by a suit, action taken pursuant or special proceeding in equity, or at law, either for the specific performance of any covenant or agreement contained therein or in aid or execution of any power therein granted or for the enforcement of any proper legal or equitable remedy as such Owner shall deem most effectual to protect and enforce such rights. (c) The parties further acknowledge that anything in the Bond Resolutions to the contrary notwithstanding, if at any time moneys in the Principal and Interest Account shall not be sufficient to pay the interest on or the principal of the Utility Indebtedness as the same shall become due and payable, such moneys, together with any moneys then available or thereafter becoming available for such purpose, whether through the exercise of the remedies provided for in this Section 10.2 or otherwise, shall he applied as follows: (including termination 1) If the principal of all the Parity Indebtedness shall not have become due and payable, all such moneys shall be applied: first: to the payment of the Lease Agreement) shall relieve the Company from its obligation to make persons entitled thereto of all payments required by Section 4.3 hereof or installments of interest then due and owing PILOT Payments payable in the order in which such installments became due and payable, and, if the amount available shall not be sufficient to pay in full any particular installments, then to the payment, ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or Recapture Benefits.preference except as to any difference in the respective rates of interest specified in the Parity Indebtedness;

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency may take, to the extent permitted by lawlaw and subject to the rights of any Lender pursuant to the terms of any Loan Documents, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorizationauthorization after the applicable notice to the Company by the Agency following the occurrence of such Event of Default. The Agency shall have the right to execute appropriate lease termination documents with respect to the Phase 2B Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreement. (b) No action taken pursuant to this Section 10.2 (including termination of the this Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section Sections 4.3 or 8.2 hereof or due and owing PILOT Payments under Section 5.1 hereof or Recapture BenefitsRecaptured Benefits under Section 5.4 hereof.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency may takeCorporation may, without terminating this Sublease Agreement collect each installment of Rental Payments as the same become due and enforce any other terms or provisions hereof to be kept or performed by the City, regardless of whether or not the City has abandoned the Property, and the City shall remain liable for the payment of all Rental Payments and the performance of all conditions herein contained and shall reimburse the Corporation for the full amount of all Rental Payments to the extent permitted by law, any one or more end of the following remedial steps:Term of this Sublease Agreement, but said Rental Payments shall be payable only at the same time and in the same manner as hereinabove provided for the payment of Rental Payments hereunder. (b) Notwithstanding anything herein to the contrary, under no circumstances shall there be any right as a result or consequence of the occurrence or continuation of an Event of Default (i) declare, by written notice to accelerate the Company, Rental Payments or otherwise declare any Rental Payments not then in default to be immediately due and payable, whereupon (ii) to terminate this Sublease Agreement, or (iii) to possess, repossess or relet the same shall become immediately due and payable: Property or any portion thereof. (Ac) all unpaid installments In addition to the other remedies set forth in subsection (a) of rent payable pursuant to Section 4.3(a) and (b) hereofthis Section, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if upon the occurrence of an Event of Default specified hereunder, the Corporation shall be entitled to proceed to protect and enforce the rights vested in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments the Corporation by this Sublease Agreement or by law. The provisions of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Sublease Agreement and the Company Leaseduties of the City and of its board, reconvey officers or employees shall be enforceable by the Equipment to Corporation by mandamus or other appropriate suit, action or proceeding in any court of competent jurisdiction. Without limiting the Company and terminate generality of the Sales Tax Exemption authorization. The Agency foregoing, the Corporation shall have the right to execute appropriate lease termination documents with respect to bring the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreement. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.following actions:

Remedies on Default. (a) Whenever any Event of Default referred to in Section 9.1 shall have occurred and be continuing, the Agency may takeIssuer, to or the extent permitted by lawTrustee, where so provided, may, take any one or more of the following remedial steps: (i) declareThe Trustee, by written notice as and to the Companyextent provided in Article VIII of the Indenture, and only with the Initial Purchaser’s consent and until the Bonds are no longer Outstanding, may cause all principal installments of loan payments payable under Section 4.3(a) to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereofsame, (B) all unpaid and past due PILOT Paymentstogether with the accrued interest thereon, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company presentment, demand, protest or the taking of any other action notice whatsoever, all of which are hereby expressly waived by the AgencyInstitution; provided, however, that upon the occurrence of an Event of Default under Sections 9.1(d) or (e), until the Bonds are no longer Outstanding, all principal installments of loan payments payable under Section 4.3(a), together with the accrued interest thereon, shall immediately become due and payable without any declaration, notice or other action of the Issuer, the Trustee, the Initial Purchaser, the Holders of the Bonds or any other Person being a condition to such acceleration; (ii) terminate this Lease Agreement and The Issuer or the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) Trustee may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the loan payments then due or and thereafter to become due hereunderdue, and or to enforce the performance or observance of any obligations, agreements and or covenants of the Company Institution under this Lease Agreement; and (iii) The Trustee may take any action permitted under the Indenture with respect to an Event of Default thereunder. (b) Upon the occurrence of a default with respect to any of the Issuer’s Reserved Rights, the Issuer, without the consent of the Trustee or any other Person, may proceed to enforce the Issuer’s Reserved Rights by: (i) bringing an action for damages, injunction or specific performance, and/or (ii) taking whatever action at law or in equity as may appear necessary or desirable to collect payment of amounts due by the Institution under the Issuer’s Reserved Rights or to enforce the performance or observance of any obligations, covenants or agreements of the Institution under the Issuer’s Reserved Rights. (c) No action taken pursuant to this Section 10.2 9.2 (including the termination of the Lease this Agreement) shall or by operation of law or otherwise shall, except as expressly provided herein, relieve the Company from its obligation to make Institution of the Institution’s obligations hereunder, all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefitsof which shall survive any such action.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 9.1 shall have occurred and be continuing, the Agency may take, to the extent permitted by law, take any one or more of the following remedial steps: (i) declareThe Agency may terminate this Agreement (with the effect that the Term shall be deemed to have expired on such date of termination as if such date were the original Expiration Date of this Agreement) in which case this Agreement and all of the estate, by written notice right, title and interest herein granted or vested in the Lessee shall cease and terminate, and convey all of the Agency’s right, title and interest in the Leased Items to the CompanyLessee, to be immediately due and payable, whereupon which the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action Agency may accomplish by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officeexecuting, at the sole cost and expense of the Company Lessee, lease termination agreements to terminate this Agreement of record as required by law and a bill of sale for the conveyance of the Leased Items to the Lessee (to the extent of any ownership interest, if any, of the Agency in such event the Company Leased Items). The Lessee hereby waives delivery and acceptance of such lease termination documents agreements as a condition to their validity, and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest); (ii) The Agency may bring an action for damages, with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; orinjunction or specific performance; (iii) The Agency may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments Rental Payments then due due, or thereafter to become due hereunder, and to enforce the performance or observance of any obligations, agreements and or covenants of the Company Lessee under this Lease Agreement; or (iv) The Agency may suspend or terminate its authorization hereunder and pursuant to any Sales Tax Agent Authorization Letter with respect to the Sales Tax Exemption. (b) No action taken pursuant to this Section 10.2 9.2 (including termination of the Lease Agreementthis Agreement pursuant to this Section 9.2 or by operation of law or otherwise) shall shall, except as expressly provided herein, relieve the Company Lessee from its obligation to make the Lessee’s obligations hereunder, including the obligations of the Lessee under Sections 5.2, 5.4, 8.2, 8.24, 9.2, 9.6, 9.7, 9.8, 11.4, 11.5, 11.6, 11.11, 11.13 and 11.14, all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefitsof which shall survive any such action.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 9.1 shall have occurred and be continuing, the Agency may take, to the extent permitted by law, take any one or more of the following remedial steps: (i) declareThe Agency may terminate this Agreement (with the effect that the Term shall be deemed to have expired on such date of termination as if such date were the original Expiration Date of this Agreement) in which case this Agreement and all of the estate, by written notice right, title and interest herein granted or vested in the Lessee shall cease and terminate, and convey all of the Agency’s right, title and interest in the Facility to the CompanyLessee, to be immediately due which the Agency may accomplish by executing and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officerecording, at the sole cost and expense of the Company and in such event Lessee, lease termination agreements to terminate the Company Lease and this Agreement of record as required by law and a bill of sale for the conveyance of the Facility Personalty to the Lessee (to the extent of any interest, if any, of the Agency in the Facility Personalty). The Lessee hereby waives delivery and acceptance of such lease termination documents agreements as a condition to their validity, and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), ) with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documentsagreements; (ii) The Agency may bring an action for damages, injunction or specific performance; or (iii) The Agency may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments Rental Payments then due due, or thereafter to become due hereunder, and to enforce the performance or observance of any obligations, agreements and or covenants of the Company Lessee under this Lease Agreement. (b) No action taken pursuant to this Section 10.2 9.2 (including termination of the Lease Agreementthis Agreement pursuant to this Section 9.2 or by operation of law or otherwise) shall shall, except as expressly provided herein, relieve the Company Lessee from its obligation the Lessee’s obligations hereunder, including the obligations of the Lessee under Sections 5.3, 8.24, 9.2, 9.6, 9.7, 9.8, 11.4, 11.5, 11.6, 11.11, 11.13 and 11.14 of this Agreement and Sections 3.1 (until such time as a Cessation Date occurs and, by reason thereof, the Lessee shall again pay Real Estate Taxes with respect to make the Facility Realty), 4.1 and 5.1 of the Uniform Project Agreement, all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefitsof which shall survive any such action.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency may takeTrustee may, to the extent permitted by law, take any one or more of the following remedial steps: (i) declareDeclare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: payable (A) all unpaid installments of rent the amounts payable pursuant to Section 4.3(a5.1(a) hereof in an amount equal to the amount required to be paid pursuant to Section 8.02(a) of the Indenture and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Loan Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement Terminate the disbursement of any moneys in the 2017 Project Fund, the 2020 Project Fund or in any other fund created under the Indenture and the Company Lease, reconvey the Equipment apply such moneys to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right payment of any amounts due or thereafter to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; orbecome due under this Loan Agreement; (iii) take Take any other action at law or in equity which may appear necessary or desirable to collect the payments any amounts then due or thereafter to become due hereunder, hereunder and to enforce the obligations, agreements and or covenants of the Company under this Lease Loan Agreement; and (iv) Upon the filing of a suit or other commencement of judicial proceedings, the Trustee shall be entitled, as a matter of right under this Loan Agreement, to the appointment of a receiver or receivers for the Borrower or either or both Facilities or for the revenues and receipts thereof pending such proceedings, with such powers as the court making such appointment shall confer. (b) Any sums paid to the Issuer as a consequence of any action taken pursuant to this Section (excepting sums payable to the Issuer as a consequence of action with respect to the Unassigned Rights) shall be paid to the Trustee and deposited by the Trustee in the Bond Fund and applied in accordance with the provisions of Section 8.05 of the Indenture. (c) No action taken pursuant to this Section 10.2 (including termination repossession of the Lease Agreementeither or both Facilities) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof this Loan Agreement. (d) Upon the occurrence and continuance of an Event of Default and upon the filing of a suit or due other commencement of judicial proceedings to enforce the rights of the Trustee and owing PILOT Payments of the Holders under the Indenture, the Trustee shall be entitled, as a matter of right under this Loan Agreement, to the appointment of a receiver or Recapture Benefitsreceivers for either or both Facilities and for the revenues and receipts thereof pending such proceedings, with such powers as the court making such appointment shall confer.

Remedies on Default. (a) Whenever Upon the occurrence of any Event of Default Default, all indebtedness secured hereby shall become immediately due and payable, without notice or demand, at the option of Mortgagee, Mortgagee may do any one, or more, or all, of the foregoing: (i) enter upon the Property and take possession of any or all of the Property without being guilty of trespass or conversion, exclude Mortgagor therefrom, and hold, use, administer, manage and operate the same to the extent that Mortgagor could do so, without any liability to Mortgagor resulting therefrom; (ii) collect, receive and receipt for all proceeds accruing from the operation and management of the Property; (iii) make repairs and purchase needed additional property; (iv) insure or reinsure the Property; (v) maintain and restore the Property; (vi) prepare the Property for resale, lease or other disposition; (vii) have furnished to the Property utilities and other materials and services used on or in connection with the Property; and (viii) exercise every power, right and privilege of Mortgagor with respect to the Property; (b) in lieu of or in addition to exercising the power of sale hereinafter given, to proceed by suit to foreclose its lien on the Property, sue Mortgagor for damages on account of said default, for specific performance of any provision contained herein, or to enforce any other appropriate legal or equitable right or remedy; and Mortgagee shall be entitled, as a matter of right (upon bill filed or other proper legal proceedings bein▇ ▇▇mmenced for the foreclosure of this Mortgage, to the extent required by law), to the appointment by any competent court or tribunal, without notice to Mortgagor or any other party, of a receiver of the rents, issues, profits and revenues of the Property, with power to lease and control the Property and with such other powers as may be deemed necessary; (c) whether or not possession of the Property is taken, sell the Property (or such part or parts thereof as Mortgagee may from time to time elect to sell) under the power of sale which is hereby given to Mortgagee, at public outcry, to the highest bidder for cash, at the front or main door of the courthouse of the county in which the land to be sold, or a substantial and material part thereof, is located, after first giving notice by publication once a week for three successive weeks of the time, place and terms of such sale, together with a description of the Property to be sold, by publication in a newspaper published in the county or counties in which the land to be sold is located in which notices of such type are customarily published. If there is land to be sold in more than one county, publication shall be made in all counties where the land to be sold is located, but if no newspaper is published in any such county, the notice shall be published in a newspaper published in an adjoining county for three successive weeks. The sale shall be held between the hours of 11:00 a.m. and 4:00 p.m. on the day designated for the exercise of the power of sale hereunder. Mortgagee may bid at any sale held under this Mortgage and may purchase the Property, or any part thereof, if the highest bidder therefor. The purchaser at any such sale shall be under no obligation to see to the proper application of the purchase money. At any sale all or any part of the Property, real, personal or mixed, may be offered for sale in parcels or en masse for one total price, and the proceeds of any such sale en masse shall be accounted for in one account without distinction between the items included therein and without assigning to them any proportion of such proceeds, Mortgagor hereby waiving the application of any doctrine of marshaling or like proceeding. In case Mortgagee, in the exercise of the power of sale herein given, elects to sell the Property in parts or parcels, sales thereof may be held from time to time, and the power of sale granted herein shall not be fully exercised until all of the Property not previously sold shall have occurred been sold or all the obligations secured hereby shall have been paid in full and be continuingthis Mortgage shall have been terminated as provided herein; (d) with respect to the Property that is subject to Article 9 of the UCC (the "UCC Property"), exercise all rights and remedies of a secured party under the Agency may takeUCC, including the right to sell it at public or private sale or otherwise dispose of, lease or use it, without the necessity of a court order. At Mortgagee's request, Mortgagor shall assemble the UCC Property and make it available to Mortgagee at any place designated by Mortgagee. To the extent permitted by law, Mortgagor expressly waives notice and any one other formalities prescribed by law with respect to any sale or more other disposition of the following remedial steps:UCC Property or exercise of any other right or remedy upon default. Mortgagor agrees that Mortgagee may sell or dispose of both the real property included in the Property and the UCC Property in accordance with the rights and remedies granted under this Mortgage with respect to real property; (e) collect the rents, profits, issues and revenues of the Property, whether paid or accruing before or after the filing of any petition by or against Mortgagor under the federal Bankruptcy Code, and, without taking possession, in Mortgagee's own name to demand, collect, receive, sue for, attach and levy all of such rents, profits, issues and revenues, to give proper receipts, releases and acquittances therefor, and apply the proceeds thereof as set forth herein or in the Security Agreement; (f) for and in the name of Mortgagor, execute and deliver to the purchaser or purchasers of any of the Property sold at foreclosure good and sufficient deeds of conveyance or bills of sale thereto. (g) proceed with foreclosure, either through the courts or by power of sale as provided for in this Mortgage; it being understood and agreed, in such regard, that several sales may be made hereunder without exhausting the right of sale for any remaining part of the obligations secured hereby, whether then matured or unmatured, the purpose hereof being to provide for a foreclosure and sale of the Property for any matured part of such obligations without exhausting the power of foreclosure and the power to sell the Property for any other part of such obligations, whether matured at the time or subsequently maturing; and that all prerequisites to the sale shall be presumed to have been performed, and in any conveyance given hereunder all statements of facts, or other recitals therein made, as to the nonpayment of any of the obligations secured hereby or as to the advertisement of sale, or the time, place and manner of sale, or as to any other fact or thing, shall be taken in all courts of law or equity as rebuttably presumptive evidence that the facts so stated or recited are true; (h) to sue on the Note or under any other Loan Documents; and (i) declareto take any and all such other actions as are then permitted to it hereunder, by written notice to under the CompanyNote, to be immediately due and payablethis Mortgage, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company Loan Document and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled accordance with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreementapplicable law. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency may take, to the extent permitted by law, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid currently owed and past due PILOT Payments, (C) all due and owing Recapture Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; provided, however, that the Agency will not terminate this Lease Agreement so long as Lender is diligently pursuing a cure of any default in accordance with, and within the cure period provided by this Lease Agreement, and, provided further, that the remedies of the Agency under this Lease Agreement do not include an acceleration of future PILOT Payments, and upon any termination of this Lease Agreement the only surviving obligation with respect to PILOT Payments shall be the Company’s obligation to pay unpaid PILOT Payments due on or prior to the termination date together with all penalties and interest accruing to the termination date; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreement. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Recaptured Benefits.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 9.1 shall have occurred and be continuing, the Agency may take, to the extent permitted by law, take any one or more of the following remedial steps: (i) declareThe Agency may terminate this Agreement (with the effect that the Term shall be deemed to have expired on such date of termination as if such date were the original Expiration Date of this Agreement) in which case this Agreement and all of the estate, by written notice right, title and interest herein granted or vested in the Lessee shall cease and terminate, and convey all of the Agency’s right, title and interest in the Facility to the CompanyLessee, to be immediately due which the Agency may accomplish by executing and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officerecording, at the sole cost and expense of the Company and in such event Lessee, lease termination agreements to terminate the Company Lease and this Agreement of record as required by law and a ▇▇▇▇ of sale for the conveyance of the Facility Personalty to the Lessee (to the extent of any interest, if any, of the Agency in the Facility Personalty). The Lessee hereby waives delivery and acceptance of such lease termination documents agreements as a condition to their validity, and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), ) with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; oragreements; (ii) The Agency may bring an action for damages, injunction or specific performance; (iii) The Agency may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments Rental Payments then due due, or thereafter to become due hereunder, and to enforce the performance or observance of any obligations, agreements and or covenants of the Company Lessee under this Lease Agreement; or (iv) The Agency may suspend or terminate its authorization hereunder and pursuant to any Sales Tax Agent Authorization Letter with respect to the Sales Tax Exemption. (b) No action taken pursuant to this Section 10.2 9.2 (including termination of the Lease Agreementthis Agreement pursuant to this Section 9.2 or by operation of law or otherwise) shall shall, except as expressly provided herein, relieve the Company Lessee from its obligation the Lessee’s obligations hereunder, including the obligations of the Lessee under Sections 5.1 (until such time as a Cessation Date occurs and, by reason thereof, the Lessee shall again pay Real Estate Taxes with respect to make the Facility Realty), 5.2, 5.3, 5.4, 8.2, 8.24, 9.2, 9.6, 9.7, 9.8, 11.4, 11.5, 11.6, 11.11, 11.13 and 11.14, all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefitsof which shall survive any such action.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuingoccurred, the Agency may take, to the extent permitted by law, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: : (A) all unpaid installments of rent payable (whether past due or scheduled to become due with the passage of time) pursuant to Section 4.3(a5.3(a) and (b) hereof, (B) all unpaid and past due payments in lieu of taxes pursuant to the PILOT Payments, Agreement and (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuingoccurred, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the AgencyCompany; (ii) take any other action as it shall deem necessary to cure any such Event of Default, provided that the taking of any such actions shall not be deemed to constitute a waiver of such Event of Default; (iii) terminate this Lease Agreement and the Company LeaseAgreement, reconvey the Equipment Facility to the Company and terminate the Sales Tax Exemption authorizationPILOT Agreement. The Agency shall have the right to execute an appropriate lease termination documents deed with respect to the Facility and to place the same on record in the Suffolk ▇▇▇▇▇ County Clerk’s office's Office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents deed and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; ordeed. (iiiiv) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunderhereunder and under the PILOT Agreement, to secure possession of the Facility, and to enforce the obligations, agreements and or covenants of the Company under this Lease Agreement and under the PILOT Agreement. (b) No action taken pursuant to this Section 10.2 (including termination repossession of the Lease AgreementFacility) shall relieve the Company from its obligation to make all payments required by Section 4.3 5.3 hereof or due and owing under the PILOT Payments Agreement. (c) After an Event of Default shall have occurred, the Company shall have the right upon notice to the Agency to enter the Facility with agents or Recapture Benefitsrepresentatives of the Agency to remove any equipment or other personalty owned by the Company if such equipment or personalty is not part of the Facility.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 9.1 shall have occurred and be continuing, the Agency may take, to the extent permitted by law, take any one or more of the following remedial steps: (i) declareThe Agency may terminate this Agreement (with the effect that the Term shall be deemed to have expired on such date of termination as if such date were the original Expiration Date of this Agreement) in which case this Agreement and all of the estate, by written notice right, title and interest herein granted or vested in the Lessee shall cease and terminate, and convey all of the Agency’s right, title and interest in the Facility to the CompanyLessee, to be immediately due which the Agency may accomplish by executing and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officerecording, at the sole cost and expense of the Company and in such event Lessee, lease termination agreements to terminate the Company Lease and this Agreement of record as required by law and a ▇▇▇▇ of sale for the conveyance of the Facility to the Lessee (to the extent of any interest, if any, of the Agency in the Facility). The Lessee hereby waives delivery and acceptance of such lease termination documents agreements as a condition to their validity, and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), ) with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; oragreements; (ii) The Agency may bring an action for damages, injunction or specific performance; (iii) The Agency may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments Rental Payments then due due, or thereafter to become due hereunder, and to enforce the performance or observance of any obligations, agreements and or covenants of the Company Lessee under this Lease Agreement. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.; or

Remedies on Default. (a) Whenever In case any Event one or more of the Events of Default shall have occurred and be continuing, and whether or not the Agency maturity of the Obligations shall have been accelerated pursuant hereto, the Agents may take(and at the direction of the Required Lenders, shall) proceed to protect and enforce their rights and remedies (including the extent permitted right to require the issuance of a Letter of Credit as set forth in SECTION 9.05) under this Agreement or any of the other Loan Documents by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of law. (b) If at any time while the ABL Term Loan is outstanding any ABL Term Loan Event of Default occurs and is continuing (unless the ABL Term Loan Agent has waived such ABL Term Loan Event of Default) and the ABL Term Loan Standstill Period has expired, the Administrative Agent, at the written request of the ABL Term Loan Agent shall within a reasonable time after receipt of such request (but in any one event within two (2) Business Days with respect to clause, (i) below, only) take any or more all of the following remedial stepsactions: (i) declaredeclare the unpaid principal amount of the outstanding ABL Term Loan, by written notice all interest accrued and unpaid thereon, the ABL Term Loan Prepayment Premium (if applicable) with respect thereto, and all other amounts owing or payable hereunder or under any other Loan Document with respect to the Company, ABL Term Loan to be immediately due due, and payable, whereupon without presentment, demand, protest or other notice of any kind all of which are expressly waived by the same Loan Parties; or (ii) whether or not the maturity of the ABL Term Loan shall become immediately due have been accelerated pursuant hereto, proceed to protect, enforce and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) exercise the rights and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due remedies under this Lease Agreement, any of the other Loan Documents or Applicable Law on behalf of the ABL Term Loan Agent and the ABL Term Lenders all in such manner as the Administrative Agent may determine in its reasonable discretion; provided, however, that if an Event the ABL Term Loan Agent will not request or direct the Administrative Agent to commence or continue the exercise of Default specified any secured creditor remedies or direct or request the Administrative Agent to seek or continue any rights and remedies under this Agreement, any of the other Loan Documents or Applicable Law on behalf of the ABL Term Loan Agent and the ABL Term Lenders so long as the Administrative Agent is diligently pursuing in Section 10.1(a)(vii) hereof good faith the exercise of its rights and remedies against all or a material portion of the Collateral, including through actions taken by the Loan Parties with the consent of the Administrative Agent. For the avoidance of doubt, the Administrative Agent shall have occurred and be continuing, no liability for a failure to follow any such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company request or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreementdirection. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.1 hereof shall have occurred and be continuing, the Agency may takeAgency, or the Trustee where so provided, may, subject to Section 7.8 hereof and Article VIII of the extent permitted by lawIndenture, take any one or more of the following remedial steps: (ia) declareThe Trustee, by written notice as and to the Companyextent provided in Article VIII of the Indenture, may cause all principal installments of rent payable under Section 3.3 hereof for the remainder of the term of this Agreement to be immediately due and payable, whereupon the same same, together with the accrued interest thereon, shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if upon the occurrence of an Event of Default specified in under Section 10.1(a)(vii7.1(d) hereof shall have occurred and be continuingor (e) hereof, such all principal installments of rent and other payments due payable under Section 3.3 hereof for the remainder of the term of this Lease Agreement Agreement, together with the accrued interest thereon, shall immediately become immediately due and payable without any declaration, notice to or other action of the Company Agency, the Bank, the Trustee, the Holders of the Bonds or the taking of any other action by the AgencyPerson being a condition to such acceleration; (iib) The Agency (with the prior written consent of the Bank) or the Trustee (with the prior written consent of the Bank), may re-enter and take possession of the Facility without terminating this Agreement, and sublease the Facility for the account of the Lessee, holding the Lessee liable for the difference in the rent and other amounts payable by the sublessee in such subletting, and the rents and other amounts payable by the Lessee hereunder; (c) The Agency or the Trustee, with the prior written consent of the Bank, may terminate this Lease Agreement, and exclude the Lessee from possession of the Facility, in which case this Agreement and all of the Company Leaseestate, reconvey the Equipment to the Company right, title and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record interest herein granted or vested in the Suffolk County Clerk’s office, at Lessee shall cease and terminate. No such termination of this Agreement shall relieve the sole cost Lessee of its liability and expense of the Company obligations hereunder and in such event the Company waives delivery liability and acceptance of obligations shall survive any such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; ortermination; (iiid) The Agency, the Bank or the Trustee may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments rent then due or and thereafter to become due hereunderdue, and or to enforce performance or observance of any obligations, agreements or covenants of the Lessee under this Agreement; (e) The Trustee may take any action permitted under the Indenture with respect to an Event of Default thereunder; (f) The Agency may suspend or terminate the Sales Tax Letter or require the Lessee to surrender the Sales Tax Letter to the Agency for cancellation; and (g) The Agency, without the consent of the Trustee or any Bondholder, may proceed to enforce the obligationsAgency's Reserved Rights by (i) an action for damages, agreements and covenants injunction or specific performance, and/or (ii) conveying all of the Company under this Lease Agreement. (b) Agency's right, title and interest in the Facility to the Lessee, subject to the lien of the Mortgage and any other Security Documents. In the event that the Lessee fails to make any rental payment required in Section 3.3 hereof, the installment so in default shall continue as an obligation of the Lessee until the amount in default shall have been fully paid. No action taken pursuant to this Section 10.2 7.2 (including repossession of the Facility or termination of the Lease Agreementthis Agreement pursuant to this Section 7.2 or by operation of law or otherwise) shall shall, except as expressly provided herein, relieve the Company Lessee from its obligation the Lessee's obligations hereunder, all of which shall survive any such action. Notwithstanding any provision of this Agreement to make all payments required by Section 4.3 hereof the contrary, the Trustee shall not take any action to accelerate the Bonds or due and owing PILOT Payments or Recapture Benefitsdispose of any collateral pledged under the Security Documents except as provided in Article VIII of the Indenture.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, Lender shall have the Agency may takeright, at its sole option without any further demand or notice, to the extent permitted by law, take any one or more any combination of the following remedial stepsactions insofar as the same are available to secured parties under the laws of the State from time to time and which are otherwise accorded to Lender: (ia) declare, by written notice to Authority and Borrower, declare the Companyentire unpaid principal amount of the Loan (and the related Obligations) then outstanding, all interest accrued and unpaid thereon and all amounts payable under this Master Loan Agreement to be immediately forthwith due and payable, whereupon such Loan (and the same related Obligations), all such accrued interest and all such amounts shall become immediately and be forthwith due and payable: (A) , without presentment, notice of dishonor, protest or further notice of any kind, all unpaid installments of rent payable pursuant to Section 4.3(a) which are hereby expressly waived by Borrower and Authority; (b) hereofimmediately cease and terminate the obligation, (B) all unpaid and past due PILOT Paymentsif any, (C) all due and owing Recapture Benefits, and (D) all other payments due of Lender to extend any further credit under this Lease Agreement; provided, however, that if an Event any of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the AgencyLoan Documents; (iic) terminate this Lease Agreement exercise all rights and the Company Lease, reconvey the Equipment remedies legally available to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right Lender; (d) proceed by appropriate court action to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense enforce performance by Authority or Borrower of the Company and applicable covenants of the Loan Documents or to recover for the breach thereof, including the payment of all amounts due from Borrower, in such which event the Company waives delivery and acceptance Borrower shall pay or repay to Lender all costs of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest)action or court action including without limitation, with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; orreasonable attorneys’ fees; (iiie) take any other whatever action at law or in equity which that may appear necessary or desirable to collect enforce its rights, in which event Borrower shall pay or repay to Lender and Authority all costs of such action or court action, including, without limitation, reasonable attorneys’ fees; and (f) All proceeds derived from the payments exercise of any rights and remedies shall be applied in the following manner: FIRST, to pay Authority any Authority Fees and Expenses; SECOND, to the United States any rebatable arbitrage due or accrued pursuant to Section 148(f)(4) of the Code; THIRD, to pay (a) to Lender the amount of all unpaid Payments, if any, which are then due or thereafter to become due hereunderand owing, together with interest at the Default Rate and to enforce the obligations, agreements late charges thereon; and covenants of the Company under this Lease Agreement. (b) No action taken pursuant to this Section 10.2 (including termination Lender any Additional Payments payable to Lender hereunder; FOURTH, to pay all proper and reasonable costs and expenses associated with the recovery, repair, storage and sale of the Lease AgreementCollateral, including reasonable attorneys’ fees and expenses; and FIFTH, to pay the remainder of any such proceeds, purchase moneys or other amounts paid by a buyer of the Collateral or other person, to Borrower. Notwithstanding any other remedy exercised hereunder, Borrower shall remain obligated to pay to Lender and Authority, as their interests may appear, any unpaid Payments and Additional Payments. 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 portion of the Facility in mitigation of Lender’s damages or which might otherwise limit or modify any of Lender’s rights hereunder. Subject to the provisions of the other Loan Documents, all of Borrower’s right, title and interest in the Collateral and any portion thereof, the possession of which is taken by Lender upon the occurrence of an Event of Default (including, without limitation, construction, contracts, warranties, guarantees or completion assurances applicable to the Collateral) shall relieve pass to Lender, and Borrower’s rights in the Company Collateral shall terminate immediately upon such repossession. All rights, powers and remedies of Lender may be exercised at any time by Lender, as assignee of Authority, and from its obligation time to make time after the occurrence and continuance of an Event of Default, are cumulative and not exclusive, and shall be in addition to any other rights, powers or remedies provided by law or equity. Borrower shall pay or repay to Lender and Authority all payments required by Section 4.3 hereof costs of such action or due and owing PILOT Payments or Recapture Benefitscourt action, including, without limitation, reasonable attorneys’ fees.

Remedies on Default. (a) Whenever any Event of Default shall have occurred by the City occurs and be is continuing, then subject to applicable notice and cure periods, the Agency may takeDeveloper may: (1) pursue a remedy in equity to compel specific performance of this Agreement by the City, and/or (2) pursue any other remedy at law, provided that any monetary damages resulting from such action pursuant to this Section 10.03(a) shall only be payable from the CID Sales Tax Revenues and shall be limited to such receipts actually received by the City should CID financing be applicable to the extent permitted by law, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease AgreementPrivate Development. (b) No action taken pursuant Whenever any Event of Default by the Developer occurs and is continuing, then subject to applicable notice and cure periods, the City may (1) pursue any remedy at law and in equity to compel specific performance of this Agreement, (2) retain CID Sales Tax to apply to monetary defaults, (3) terminate the CID Sales Tax, and/or (4) terminate this Agreement. (c) Notwithstanding any other provision of this Agreement to the contrary, in no event will the Developer or the City ever be liable for any punitive, special, incidental or consequential damages in connection with this Agreement, or otherwise. For the purposes of this Section 10.2 (including 10.03(c), consequential damages include, but are not limited to, lost profits, lost tax revenue, or other similar losses which are not direct out-of-pocket costs incurred by any non-defaulting Party. No member or manager of Developer, nor of any member or manager of Developer, shall have any personal liability under this Agreement. The provisions of this Section 10.03(c) shall survive the expiration or earlier termination of this Agreement. (d) If a Party has instituted any proceeding to enforce any right or remedy under this Agreement by suit or otherwise, and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Lease Agreement) shall relieve Party seeking to enforce the Company from its obligation right or remedy, then and in every case the Parties will, subject to make any determination in such proceeding, be restored to their former positions and rights hereunder, and thereafter all payments required by Section 4.3 hereof or due rights and owing PILOT Payments or Recapture Benefitsremedies of the Parties will continue as though no such proceeding had been instituted.

Remedies on Default. SECTION 13.1 If Seller fails in the performance of any of its material obligations hereunder, including a breach of its representations and warranties contained herein (a) Whenever any Event of Default "Seller Default"), then Purchaser shall have occurred and be continuing, the Agency may take, to the extent permitted by law, any one or more of the following remedial steps: either (i) declareterminate this Contract and accept the return of the ▇▇▇▇▇▇▇ Money and the Early Termination Fee, by written notice to the Companyas applicable, to be immediately due and payableand, whereupon the same except as otherwise provided in this Agreement, neither party shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereofthereafter have any further obligations hereunder, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement ▇▇▇ for specific performance, as its sole and the Company Leaseexclusive remedies. Subject to Section 7.3 hereof, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have Purchaser hereby waives the right to execute appropriate lease bring a suit for damages (including a suit for consequential damages or lost profits), and waives all other remedies at law or in equity. Notwithstanding the foregoing, it shall not be considered a Seller Default hereunder in the event a contracting party or tenant or lessee under any Existing Contract, New Contract, Existing Lease or New Lease does not receive a termination documents notice letter herein required, so long as such notices were sent or delivered in a manner reasonably acceptable to Seller (and assuming Purchaser has received copies of any such termination notice). Additionally, and notwithstanding the foregoing, Purchaser may not ▇▇▇ Seller for specific performance if the Seller Default in question was caused by circumstances beyond the reasonable control of Seller. In the event Purchaser elects to ▇▇▇ for specific performances, Purchaser must notify Seller in writing of its intention to do so within ninety-one (91) days after the occurrence of the Seller Default and commence a legal action with respect to therefore within two years and one day after the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance occurrence of such lease termination documents Seller Default. Such notice shall be a condition precedent to any action for specific performance, and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment a failure to timely give such notice shall be deemed to be an agency coupled with an interesta waiver of the rights of Purchaser to claim specific performance. SECTION 13.2 If Purchaser fails in the performance of any of its material obligations hereunder ("Purchaser Default"), with full power then the ▇▇▇▇▇▇▇ Money shall be paid to Seller by the Title Company (and Seller shall be entitled to retain the Early Termination Fee, as applicable) as liquidated damages for such Purchaser Default as Seller's sole and exclusive remedy, except as otherwise set forth in this Agreement, and neither party shall thereafter have any further obligations hereunder (except as otherwise provided herein). The parties agree that the amount of substitution to file on its behalf liquidated damages described in the preceding sentences, as applicable, is a reasonable sum considering all affidavitsof the circumstances existing as of the date hereof, questionnaires and other documentation necessary to accomplish including the recording relationship of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable sum to collect the payments then due or thereafter amount of harm to become due hereunderSeller that reasonably could be anticipated, and to enforce the obligations, agreements and covenants Seller's anticipated use of the Company under this Lease Agreementproceeds of sale and the fact that actual damages would be impossible to determine. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency may take, to the extent permitted by law, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recapture Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Facility Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Company Facility and to place the same on record in the Suffolk County Clerk’s 's office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreement. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recapture Benefits.