Common use of Rights Upon Event of Default Clause in Contracts

Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement: The Financing Party, as owner of the System, or as collateral assignee of this Agreement, shall be entitled to exercise, in the place and stead of Entity Name, any and all rights and remedies of Entity Name under this Agreement in accordance with the terms of this Agreement. The Financing Party shall also be entitled to exercise all rights and remedies of owners or secured parties, respectively, generally with respect to this Agreement and the System; The Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Entity Name thereunder or cause to be cured any default of Entity Name hereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Financing Party to cure any default of Entity Name under this Agreement or (unless the Financing Party has succeeded to Entity Name’s interests under this Agreement) to perform any act, duty or obligation of Entity Name under this Agreement, but the Town hereby gives it the option to do so; Upon the exercise of remedies, including any sale of the System by the Financing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Entity Name to the Financing Party (or any assignee of the Financing Party) in lieu thereof, the Financing Party shall give notice to the Town of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement; Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Entity Name under the United States Bankruptcy Code, at the request of Financing Party made within ninety (90) days of such termination or rejection, the Town shall enter into a new agreement with Financing Party or its assignee having substantially the same terms and conditions as this Agreement.

Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement: , during the continuation of an event of default by Owner under its agreements with Financing Party, provided that the Financing Party has agreed in writing to recognize Subscriber’s rights under the Agreement and to not disturb any of Subscriber’s rights thereunder: i. The Financing Party, as owner of the System, or as collateral assignee of this Agreementassignee, shall be entitled to exercise, in the place and stead of Entity NameOwner, any and all rights and remedies of Entity Name Owner under this Agreement in accordance with the terms of this Agreement. The Agreement and the Financing Party shall also be entitled to exercise all rights and remedies of owners or secured parties, respectively, parties generally with respect to this Agreement and the System; Agreement. ii. The Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Entity Name Owner thereunder or cause to be cured any default of Entity Name hereunder Owner thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Financing Party to cure any default of Entity Name Owner under this Agreement or (unless the Financing Party has succeeded to Entity NameOwner’s interests under this Agreement) to perform any act, duty or obligation of Entity Name Owner under this Agreement, but the Town Subscriber hereby gives it the option to do so; Upon the . iii. The exercise of remediesremedies under its security interest in the Facility, including any sale of the System thereof by the Financing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Entity Name Owner to the Financing Party (or any assignee of the Financing Party) in lieu thereof), the Financing Party shall give notice to the Town of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement; . iv. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Entity Name Owner under the United States Bankruptcy CodeCode or any similar state law, at the request of the Financing Party made within ninety (90) days of such termination or rejection, the Town Subscriber shall enter into a new agreement with the Financing Party or its assignee having substantially the same terms and conditions as this Agreement.

Rights Upon Event of Default. Notwithstanding (a) After the occurrence and during the continuation of an Event of Default under the Indenture, the Trustee or its assignee or designee (including any contrary term of this Agreement: The Financing Party, as owner of the System, purchaser or as collateral assignee of this Agreement, transferee) shall be entitled to exerciseentitled, in the place and stead of Entity Namethe Issuer, to exercise any and all rights and remedies of Entity Name the Issuer under this Agreement the Assigned Agreements in accordance with the terms of this Agreementthe Assigned Agreements. The Financing Without limiting the generality of the foregoing, the Trustee or its assignee or designee (including any purchaser or transferee) shall have the full right and power to enforce directly against the Consenting Party shall also be entitled all obligations of the Consenting Party under the Assigned Agreements and otherwise to exercise all rights and remedies of owners or secured parties, respectively, generally with respect to this Agreement and the System; thereunder. (b) The Financing Party Trustee shall have the right, but not the obligation, to pay all sums due under this any Assigned Agreement and to perform any other act, duty duty, or obligation required of Entity Name the Issuer thereunder or cause to be cured any default of Entity Name hereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Financing Party to cure any default of Entity Name the Issuer thereunder at any time. Nothing herein shall require the Trustee to cure any default of the Issuer under this an Assigned Agreement or (unless the Financing Party Trustee has succeeded to Entity Name’s the Issuer's interests under this such Assigned Agreement) to perform any act, duty duty, or obligation of Entity Name the Issuer under this an Assigned Agreement, but shall only give the Town hereby gives it Trustee the option to do so; Upon . (c) In the event of a foreclosure or other exercise of remedies, including remedies under the Security Documents or any sale of the System thereunder by the Financing PartyTrustee, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Entity Name the Issuer to the Financing Party (or any assignee of the Financing Party) Trustee in lieu thereof, the Financing Party Trustee may assign each Assigned Agreement to any entity. The Trustee shall give prompt notice to the Town Consenting Party of the transferee or assignee of this an Assigned Agreement. Any such exercise of remedies in accordance with this subsection (c) shall not constitute a default under this Agreement; Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Entity Name under the United States Bankruptcy Code, at the request of Financing Party made within ninety (90) days of such termination or rejection, the Town shall enter into a new agreement with Financing Party or its assignee having substantially the same terms and conditions as this AgreementAssigned Agreements.

Rights Upon Event of Default. Notwithstanding any contrary term (a) After the occurrence and during the continuation of this Agreement: The Financing Partyan Event of Default under the Indenture, as owner of the System, or as collateral assignee of this Agreement, Trustee shall be entitled to exerciseentitled, in the place and stead of Entity Namethe Issuer, to exercise any and all rights and remedies of Entity Name the Issuer under this the Assigned Agreement in accordance with the terms of this the Assigned Agreement. The Financing Without limiting the generality of the foregoing, the Trustee shall have the full right and power to enforce directly against the Consenting Party shall also be entitled all obligations of the Consenting Party under the Assigned Agreement and otherwise to exercise all rights and remedies of owners or secured parties, respectively, generally with respect to this Agreement and the System; thereunder. (b) The Financing Party Trustee shall have the right, but not the obligation, to pay all sums due under this the Assigned Agreement and to perform any other act, duty or obligation required of Entity Name the Issuer thereunder or cause to be cured any default of Entity Name hereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Financing Party to cure any default of Entity Name under this Agreement or (unless the Financing Party Issuer thereunder at any time. Unless the Trustee has succeeded to Entity Name’s the Issuer's interests under this the Assigned Agreement) , nothing herein shall require the Trustee to cure any default of the Issuer under the Assigned Agreement or to perform any act, duty or obligation of Entity Name the Issuer under this the Assigned Agreement, but shall only give the Town hereby gives it Trustee the option to do so; Upon . (c) In the event of a foreclosure or other exercise of remedies, including remedies under the Security Documents or any sale of the System thereunder by the Financing PartyTrustee, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Entity Name the Issuer to the Financing Party (or any assignee of the Financing Party) Trustee in lieu thereof, the Financing Party Trustee shall give notice to the Town Consenting Party of the transferee or assignee of this the Assigned Agreement. Any such exercise of remedies in accordance with this subsection (c) shall not constitute a default under this Agreement; Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Entity Name under the United States Bankruptcy Code, at the request of Financing Party made within ninety (90) days of such termination or rejection, the Town shall enter into a new agreement with Financing Party or its assignee having substantially the same terms and conditions as this Assigned Agreement.

Rights Upon Event of Default. Notwithstanding any contrary term of this the Agreement: , upon the occurrence of an Event of Default as to System Owner: (a) The Financing PartyLender, as owner of the System, or as collateral assignee of this Agreementassignee, shall be entitled to exercise, in the place and stead of Entity NameSystem Owner, any and all rights and remedies of Entity Name System Owner under this Agreement in accordance with the terms of this Agreement. The Financing Party Lender shall also be entitled to exercise all rights and remedies of owners or secured parties, respectively, parties generally with respect to this Agreement and the System; . (b) The Financing Party Lender shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Entity Name System Owner thereunder or cause to be cured any default of Entity Name hereunder System Owner thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires Lender will not be required, but will have the Financing Party option, to cure any default of Entity Name System Owner under this Agreement or (unless the Financing Party Lender has succeeded to Entity Name’s System Owner's interests under this Agreement, in which case Lender shall assume all System Owner rights and obligations hereunder) to perform any act, duty or obligation of Entity Name System Owner under this Agreement; provided, but however, upon the Town hereby gives it occurrence of an Event of Default as to System Owner, Host Customer shall have the option right to do so; purchase the System for the Early Termination Payment in lieu of the Lender effecting a cure of the subject System Owner Event of Default. (c) Upon the Lender's exercise of remediesremedies pursuant to any security interest in the System, including any sale of the System to, and only to, Host Customer, by the Financing Party, whether by judicial proceeding or under any power of sale contained thereinLender, or any conveyance from Entity Name System Owner to the Financing Party Lender (or any assignee Qualified Assignee of the Financing PartyLender) in lieu thereofof Lender's exercise of its remedies, the Financing Party shall Lender will give notice to the Town Host Customer of the transferee or assignee of this Agreement. Any such exercise of remedies (or conveyance) shall not of itself constitute a default an Event of Default under this Agreement; Upon Agreement as to Lender. (d) In the event of any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Entity Name under the United States Bankruptcy Code, at the request of Financing Party the Lender made within ninety (90) days of such termination or rejection, the Town shall Host Customer will enter into a new agreement with Financing Party the Lender or its assignee Qualified Assignee having substantially the same terms and conditions as this Agreement.

Rights Upon Event of Default. Notwithstanding any contrary term Upon the occurrence and during the continuance of this Agreement: The Financing Party, as owner an Event of Default under the System, or as collateral assignee of this Second Amended and Restated Credit Agreement, subject to compliance with the requirements of any applicable Gaming Laws and Liquor Laws, Secured Party shall be entitled to exercisehave, in the place any jurisdiction where enforcement hereof is sought, in addition to all other rights and stead of Entity Nameremedies that Secured Party may have under applicable Law or in equity or under this Agreement (including, without limitation, all rights set forth in Section 6 hereof) or under any and other Loan Document, all rights and remedies of Entity Name a secured party under the Uniform Commercial Code as enacted in the applicable jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Grantors and without affecting the obligations of Grantors hereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Secured Party, provided, however, that Secured Party shall first apply for and receive all approvals of applicable Gaming Boards to the extent required for the sale or disposition of slot machines and other gaming property, equipment or devices; (d) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) to collect by legal proceedings or otherwise all interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (f) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Secured Party may deposit or surrender control of the Collateral and/or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to Secured Party, in whole or in part, any amounts owing on the Collateral, and/or any disputes with respect thereto; (i) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of any Grantor; (j) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Secured Party in accordance with exchange for or on account of the terms Collateral, whether representing collections or proceeds of this Agreement. The Financing Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Secured Party or Grantors maybe applied by Secured Party without notice to Grantors to the Secured Obligations in such order and manner as Secured Party in its sole discretion shall also be entitled determine; (k) to insure, process and preserve the Collateral; (l) to exercise all rights rights, remedies, powers or privileges provided under any of the Loan Documents; (m) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Secured Party may, at the cost and expense of each Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of any premises of any Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (n) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of owners an owner of the Collateral; all at Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. Grantors will, at Secured Party’s request, assemble the Collateral (or secured partiesany part thereof, respectivelyas requested) and make it available to Secured Party at places which Secured Party may reasonably designate (subject to the approval of any applicable Gaming Board), generally whether at the premises of Grantors or elsewhere (provided, however, that Grantors shall not be required to deliver Collateral consisting of gaming devices to a location in a jurisdiction where possession of such items is unlawful), and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantors for the purpose of Secured Party’s taking possession of such Collateral or storing the same or removing or putting such Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with respect to this Agreement and the System; The Financing requirements of any applicable Gaming Laws, Secured Party also shall have the right, but not without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantors hereby expressly consent upon the obligationoccurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantors’ places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral being within the view of prospective purchasers. With respect to any Collateral located within or subject to the jurisdiction of a Gaming Board, Secured Party may also request, in connection therewith, such Gaming Board to petition such local judicial or administrative tribunal or other authority as may be deemed appropriate by Secured Party for the appointment of a supervisor or similar official to conduct the normal gaming activities on the premises following the appointment of a receiver or similar remedy. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantors expressly waive any right to direct the order and manner of sale of any Collateral. Subject to applicable Laws, Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable and documented Attorney Costs) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating the Collateral and the like, and then to the satisfaction of the Secured Obligations with application as to any particular Secured Obligations to be in the order set forth in the Second Amended and Restated Credit Agreement or other Loan Documents. Grantors and any other Person then obligated therefor shall pay all sums due under to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Notwithstanding the foregoing or any other provision contained in this Agreement, the remedies provided by this Agreement and shall in no way include the right to perform take any other actaction in contravention of any applicable Gaming Laws. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, duty Secured Party will send or obligation otherwise make available to the Grantor thereof, such notice as may be required by the applicable Uniform Commercial Code of Entity Name thereunder or cause to be cured any default of Entity Name hereunder in the time and manner place of any public sale thereof or of the time on or after which any private sale thereof is to be made. Each Grantor hereby irrevocably appoints Borrower as its agent for the purpose of receiving notices hereunder and agrees that such Grantor shall be deemed to have conclusively received any such notice when received by Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided by the terms for in this paragraph. Upon consummation of this Agreement. Nothing herein requires the Financing Party to cure any default of Entity Name under this Agreement or (unless the Financing Party has succeeded to Entity Name’s interests under this Agreement) to perform any act, duty or obligation of Entity Name under this Agreement, but the Town hereby gives it the option to do so; Upon the exercise of remedies, including any sale of Collateral hereunder, Secured Party shall have the System right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other Person, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the Financing Partypurchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, whether by judicial proceeding or under and, in case of any power of sale contained therein, or any conveyance from Entity Name to the Financing Party (or any assignee of the Financing Party) in lieu thereofsuch failure, the Financing Party shall give notice to the Town of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement; Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Entity Name under the United States Bankruptcy Code, at the request of Financing Party made within ninety (90) days of such termination or rejection, the Town shall enter into a new agreement with Financing Party or its assignee having substantially the same terms and conditions as this AgreementCollateral may be sold again.

Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement: The Financing PartyParties, as owner of the System, or as collateral assignee of this Agreementassignees, shall be entitled to exercise, in the place and stead of Entity NameSeller, any and all rights and remedies of Entity Name Seller under this the Agreement in accordance with the terms hereof and only in the event of this AgreementSeller’s or Buyer’s default. The Financing Party Parties shall also be entitled to exercise all rights and remedies of owners or secured parties, respectively, parties generally with respect to this the Agreement and the System; applicable Generating Facilities. The Financing Party Parties shall have the right, but not the obligation, to pay all sums due under this Agreement the Agreements and to perform any other act, duty or obligation required of Entity Name Seller thereunder or cause to be cured any default of Entity Name hereunder Seller thereunder in the time and manner provided by the terms of this the Agreement. Nothing herein requires the Financing Party Parties to cure any default of Entity Name Seller under this Agreement the Agreements or (unless the Financing Party has Parties have succeeded to Entity NameSeller’s interests under this Agreementinterests) to perform any act, duty or obligation of Entity Name Seller under this Agreementthe Agreements, but the Town Buyer hereby gives it the Financing Parties the option to do so; . Upon the exercise of remediesremedies under the Security Interest, including any sale of the System thereof by the any Financing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Entity Name Seller to the Financing Party Parties (or any assignee of the Financing PartyParties) in lieu thereof, the Financing Party Parties shall give notice to the Town Buyer of the transferee transfer or assignee assignment of this Agreementthe Agreements. Any such exercise of remedies shall not constitute a default under this Agreement; hereunder. Upon any rejection or other termination of this Agreement the Agreements pursuant to any process undertaken with respect to Entity Name Seller under the United States Bankruptcy Code, at the request of any Financing Party made within ninety (90) days of such termination or rejection, the Town Buyer shall enter into a new agreement with the Financing Party Parties or its any assignee thereof having substantially the same terms and conditions as this Agreementthe Agreements.

Rights Upon Event of Default. Notwithstanding (a) After the occurrence and during the continuation of an Event of Default under the Indenture, the Trustee or its assignee or designee (including any contrary term of this Agreement: The Financing Party, as owner of the System, purchaser or as collateral assignee of this Agreement, transferee) shall be entitled to exerciseentitled, in the place and stead of Entity Namethe Issuer, to exercise any and all rights and remedies of Entity Name the Issuer under this Agreement the Assigned Agreements in accordance with the terms of this Agreementthe Assigned Agreements. The Financing Without limiting the generality of the foregoing, the Trustee or its assignee or designee (including any purchaser or transferee) shall have the full right and power to enforce directly against the Consenting Party shall also be entitled all obligations of the Consenting Party under the Assigned Agreements and otherwise to exercise all rights and remedies of owners or secured parties, respectively, generally with respect to this Agreement and the System; thereunder. (b) The Financing Party Trustee shall have the right, but not the obligation, to pay all sums due under this any Assigned Agreement and to perform any other act, duty or obligation required of Entity Name the Issuer thereunder or cause to be cured any default of Entity Name hereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Financing Party to cure any default of Entity Name the Issuer thereunder at any time. Nothing herein shall require the Trustee to cure any default of the Issuer under this an Assigned Agreement or (unless the Financing Party Trustee has succeeded to Entity Name’s the Issuer's interests under this such Assigned Agreement) to perform any act, duty or obligation of Entity Name the Issuer under this an Assigned Agreement, but shall only give the Town hereby gives it Trustee the option to do so; Upon . (c) In the event of a foreclosure or other exercise of remedies, including remedies under the Security Documents or any sale of the System thereunder by the Financing PartyTrustee, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Entity Name the Issuer to the Financing Party (or any assignee of the Financing Party) Trustee in lieu thereof, the Financing Party Trustee may assign an Assigned Agreement to any entity. The Trustee shall give prompt notice to the Town Consenting Party of the transferee or assignee of this an Assigned Agreement. Any such exercise of remedies in accordance with this subsection (c) shall not constitute a default under this Agreement; Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Entity Name under the United States Bankruptcy Code, at the request of Financing Party made within ninety (90) days of such termination or rejection, the Town shall enter into a new agreement with Financing Party or its assignee having substantially the same terms and conditions as this AgreementAssigned Agreements.

Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement: , during the continuation of an event of default by ANCSG1 under its agreements with Financing Party, provided that the Financing Party has agreed in writing to recognize Subscriber’s rights under the Agreement and to not disturb any of Subscriber’s rights thereunder: i. The Financing Party, as owner of the System, or as collateral assignee of this Agreementassignee, shall be entitled to exercise, in the place and stead of Entity NameANCSG1, any and all rights and remedies of Entity Name ANCSG1 under this Agreement in accordance with the terms of this Agreement. The Agreement and the Financing Party shall also be entitled to exercise all rights and remedies of owners or secured parties, respectively, parties generally with respect to this Agreement and the System; Agreement. ii. The Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Entity Name ANCSG1 thereunder or cause to be cured any default of Entity Name hereunder ANCSG1 thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Financing Party to cure any default of Entity Name ANCSG1 under this Agreement or (unless the Financing Party has succeeded to Entity NameANCSG1’s interests under this Agreement) to perform any act, duty or obligation of Entity Name ANCSG1 under this Agreement, but the Town Subscriber hereby gives it the option to do so; . iii. Upon the exercise of remediesremedies under its security interest in the Facility, including any sale of the System thereof by the Financing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Entity Name ANCSG1 to the Financing Party (or any assignee of the Financing Party) in lieu thereof, the Financing Party shall give notice to the Town of the transferee or assignee of this Agreement). Any such exercise of remedies shall not constitute a default under this Agreement; . iv. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Entity Name ANCSG1 under the United States Bankruptcy Code, at the request of the Financing Party made within ninety (90) days of such termination or rejection, the Town Subscriber shall enter into a new agreement with the Financing Party or its assignee having substantially the same terms and conditions as this Agreement.

Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement: : i. The Financing Party, as owner of the System, or as collateral assignee of this Agreementassignee, shall be entitled to exercise, in the place and stead of Entity Namea Provider, any and all rights and remedies of Entity Name a Provider under this Agreement in accordance with the terms of this Agreement. The Financing Party Agreement and shall also be entitled to exercise all rights and remedies of owners or secured parties, respectively, parties generally with respect to this Agreement and the System; System(s) subject to the Event of Default, subject to Off-Taker’s rights under this Agreement. ii. The Financing Party shall have the right, but not the obligation, to pay all sums allocate the Allocated Value due under this Agreement (with respect to Systems that are subject to the same lien or security of that Financing Party) and to perform any other act, duty or obligation required of Entity Name a Provider thereunder or cause to be cured any default of Entity Name hereunder such Provider thereunder in the time and manner provided by the terms of this Agreement. Nothing Unless the Financing Party has succeeded to a Provider’s interests under this Agreement, nothing herein requires the Financing Party to cure any default of Entity Name a Provider under this Agreement or (unless the Financing Party has succeeded to Entity Name’s interests under this Agreement) to perform any act, duty or obligation of Entity Name a Provider under this Agreement, but the Town Off-Taker hereby gives it the option to do so; so and does not waive Off- Taker’s rights to pursue any available remedy for failure to cure a default. iii. Upon the exercise of remediesremedies under its security interest in any Systems, including any sale of the System thereof by the Financing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Entity Name Provider to the Financing Party (or any assignee of the Financing Party) in lieu thereof, the Financing Party shall give notice to the Town Off-Taker of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default of the assignment provisions under this Agreement; Upon , provided that any rejection or other termination assignment of this Agreement pursuant in such circumstances is to any process undertaken with respect to Entity Name under the United States Bankruptcy Code, at the request of Financing Party made within ninety a party that is acquiring such Systems (90) days of or a Provider’s leasehold interest in such termination or rejection, the Town shall enter into a new agreement with Financing Party or its assignee having substantially the same terms and conditions as this AgreementSystems).

Rights Upon Event of Default. Notwithstanding any contrary term Upon the occurrence and during the continuance of this Agreement: The Financing Party, as owner an Event of Default under the System, or as collateral assignee of this Letter Agreement, the Pledgor shall be entitled to exercisein default hereunder and Secured Party shall have in any jurisdiction where enforcement is sought, in the place addition to all other rights and stead of Entity Nameremedies that Secured Party may have under this Agreement and under applicable law or in equity, any and all rights and remedies of Entity Name a secured party under this Agreement the Uniform Commercial Code as enacted in any such jurisdiction, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Pledgor: (a) to notify any Issuer of or obligors on any Pledged Collateral, that the same has been pledged to Secured Party and that all dividends and other payments thereon are to be made directly and exclusively to the Secured Party; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to the Secured Party, in whole or in part, the Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratification with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as if the Secured Party were the owner thereof; (b) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take or bring, in Secured Party’s names or in the name of the Pledgor, all steps, actions, suits or proceedings deemed by the Secured Party necessary or desirable to effect collection of or to realize upon the Pledged Collateral; (c) in accordance with the terms of this Agreement. The Financing Party shall also be entitled to exercise all rights and remedies of owners or secured parties, respectively, generally with respect to this Agreement and the System; The Financing Party shall have the right, but not the obligationapplicable law, to pay all sums due under this Agreement take possession of and operate or control the Pledged Collateral with or without judicial process; (d) to perform any other actendorse, duty or obligation required of Entity Name thereunder or cause to be cured any default of Entity Name hereunder in the time name of the Pledgor, all checks, notes, drafts, money orders, instruments and manner provided by other evidences of payment relating to the terms Pledged Collateral; (e) to transfer any or all of this Agreement. Nothing herein requires the Financing Pledged Collateral into the name of the Secured Party or its nominee or nominees; and (f) in accordance with applicable law, to cure any default of Entity Name foreclose the liens and security interests created under this Agreement or (unless under any other agreement relating to the Financing Party has succeeded Pledged Collateral by any available judicial procedure or without judicial process, and to Entity Name’s interests under this Agreement) to perform any actsell, duty assign or obligation of Entity Name under this Agreement, but the Town hereby gives it the option to do so; Upon the exercise of remedies, including any sale otherwise dispose of the System by the Financing PartyPledged Collateral or any part thereof, whether by judicial proceeding either at public or under private sale or at any power of sale contained thereinbroker’s board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or any conveyance from Entity Name otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to the Financing Party (or any assignee Secured Party; all at the sole option of and in the sole discretion of the Financing Secured Party) in lieu thereof, the Financing Party shall give notice to the Town of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement; Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Entity Name under the United States Bankruptcy Code, at the request of Financing Party made within ninety (90) days of such termination or rejection, the Town shall enter into a new agreement with Financing Party or its assignee having substantially the same terms and conditions as this Agreement.

Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement: : i. The Financing Party, as owner of the System, or as collateral assignee of this Agreementassignee, shall be entitled to exercise, in the place and stead of Entity Name, any and all rights and remedies of Entity Name under this Agreement in accordance with the terms of this Agreement. The Financing Party shall also be entitled to exercise all rights and remedies of owners or secured parties, respectively, parties generally with respect to this Agreement and the System; , subject to Town of Bedford’s rights under this Agreement. ii. The Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Entity Name Lodestar thereunder or cause to be cured any default of Entity Name hereunder Lodestar thereunder in the time and manner provided by the terms of this Agreement. Nothing Unless the Financing Party has succeeded to Lode- star’s interests under this Agreement, nothing herein requires the Financing Party to cure any default of Entity Name Lodestar under this Agreement or (unless the Financing Party has succeeded to Entity Name’s interests under this Agreement) to perform any act, duty or obligation of Entity Name Lodestar under this Agreement, but the Town of Bedford hereby gives it the option to do so; so and does not waive its rights to pursue any available remedy for failure to cure a default. iii. Upon the exercise of remediesremedies under its security interest in the System, including any sale of the System thereof by the Financing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Entity Name Lodestar to the Financing Party (or any assignee of the Financing Party) in lieu thereof, the Financing Party shall give notice to the Town of Bedford of the transferee or assignee of this Agreement. Any such exercise of remedies shall not not, in and of itself, constitute a default of the assignment provisions under this Agreement; Upon , provided that any rejection or other termination assignment of this Agreement pursuant in such circumstances is to any process undertaken with respect to Entity Name under a party that is acquiring the United States Bankruptcy Code, at System (or Lodestar’s leasehold interest in the request of Financing Party made within ninety (90) days of such termination or rejection, the Town shall enter into a new agreement with Financing Party or its assignee having substantially the same terms and conditions as this AgreementSystem).

Rights Upon Event of Default. Notwithstanding (a) After the occurrence and during the continuation of an Event of Default under the Indenture, the Trustee shall or its assignee or designee (including any contrary term of this Agreement: The Financing Party, as owner of the System, purchaser or as collateral assignee of this Agreement, shall transferee) be entitled to exerciseentitled, in the place and stead of Entity Namethe Issuer, to exercise any and all rights and remedies of Entity Name the Issuer under this Agreement the Assigned Agreements in accordance with the terms of this Agreementthe Assigned Agreements. The Financing Without limiting the generality of the foregoing, the Trustee or its assignee or designee (including any purchaser or transferee) shall have the full right and power to enforce directly against the Consenting Party shall also be entitled all obligations of the Consenting Party under the Assigned Agreements and otherwise to exercise all rights and remedies of owners or secured parties, respectively, generally with respect to this Agreement and the System; thereunder. (b) The Financing Party Trustee shall have the right, but not the obligation, to pay all sums due under this any Assigned Agreement and to perform any other act, duty or obligation required of Entity Name the Issuer thereunder or cause to be cured any default of Entity Name hereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Financing Party to cure any default of Entity Name the Issuer thereunder at any time. Nothing herein shall require the Trustee to cure any default of the Issuer under this an Assigned Agreement or (unless the Financing Party Trustee has succeeded to Entity Name’s the Issuer's interests under this such Assigned Agreement) to perform any act, duty or obligation of Entity Name the Issuer under this an Assigned Agreement, but shall only give the Town hereby gives it Trustee the option to do so; Upon . (c) In the event of a foreclosure or other exercise of remedies, including remedies under the Security Documents or any sale of the System thereunder by the Financing PartyTrustee, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Entity Name the Issuer to the Financing Party (or any assignee of the Financing Party) Trustee in lieu thereof, the Financing Party Trustee may assign an Assigned Agreement to any entity. The Trustee shall give prompt notice to the Town Consenting Party of the transferee or assignee of this an Assigned Agreement. Any such exercise of remedies in accordance with this subsection (c) shall not constitute a default under this Agreement; Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Entity Name under the United States Bankruptcy Code, at the request of Financing Party made within ninety (90) days of such termination or rejection, the Town shall enter into a new agreement with Financing Party or its assignee having substantially the same terms and conditions as this AgreementAssigned Agreements.

Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement: : i. The Financing Party, as owner of the System, or as collateral assignee of this Agreementassignee, shall be entitled to exercise, in the place and stead of Entity NameSeller, any and all rights and remedies of Entity Name Seller under this Agreement in accordance with the terms of this Agreement. The Agreement and only in the event of Seller’s or Buyer’s default, the Financing Party shall also be entitled to exercise all rights and remedies of owners or secured parties, respectively, parties generally with respect to this Agreement and the System; . ii. The Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Entity Name Seller thereunder or cause to be cured any default of Entity Name hereunder Seller thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Financing Party to cure any default of Entity Name Seller under this Agreement or (unless the Financing Party has succeeded to Entity NameSeller’s interests under this Agreement) to perform any act, duty or obligation of Entity Name Seller under this Agreement, but the Town Buyer hereby gives it the option to do so; iii. Upon the exercise of remediesremedies under its security interest in the System, including any sale of the System thereof by the Financing Party, whether by judicial proceeding proceeding, or under any power of sale contained therein, or any conveyance from Entity Name Seller to the Financing Party (or any assignee of the Financing Party) in lieu thereof, the Financing Party shall give notice to the Town Buyer of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement; . iv. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Entity Name Seller under the United States Bankruptcy Code, at the request of the Financing Party made within ninety (90) days of such termination or rejection, the Town Buyer shall enter into a new agreement with the Financing Party or its assignee having substantially the same terms and conditions as this Agreement.

Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement: : i. The Financing Party, as owner of the System, or as collateral assignee of this Agreementassignee, shall be entitled to exercise, in the place and stead of Entity NameProvider, any and all rights and remedies of Entity Name Provider under this Agreement in accordance with the terms of this AgreementAgreement and only in the event of Provider’s or Host’s default. The the Financing Party shall also be entitled to exercise all rights and remedies of owners or secured parties, respectively, parties generally with respect to this Agreement and the System; . ii. The Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Entity Name Provider thereunder or cause to be cured any default of Entity Name hereunder Provider thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Financing Party to cure any default of Entity Name Provider under this Agreement or (unless the Financing Party has succeeded to Entity NameProvider’s interests under this Agreement) to perform any act, duty or obligation of Entity Name Provider under this Agreement, but the Town Purchaser hereby gives it the option to do so; . iii. Upon the exercise of remediesremedies under its security interest in the System, including any sale of the System thereof by the Financing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Entity Name Provider to the Financing Party (or any assignee of the Financing Party) in lieu thereof, the Financing Party shall give notice to the Town Host of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement; . iv. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Entity Name Provider under the United States Bankruptcy Code, at the request of the Financing Party made within ninety (90) days of such termination or rejection, the Town Host shall enter into a new agreement with the Financing Party or its assignee having substantially the same terms and conditions as this Agreement.

Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement: : 19.1.3.1 The Financing Party, as owner of the System, or as collateral assignee of this Agreement, shall be entitled to exercise, in the place and stead of Entity NameForeFront Power, any and all rights and remedies of Entity Name ForeFront Power under this Agreement in accordance with the terms of this AgreementAgreement and only in the event of ForeFront Power’s or Purchaser’s default. The Financing Party shall also be entitled to exercise all rights and remedies of owners or secured parties, respectively, parties generally with respect to this Agreement and the System; . 19.1.3.2 The Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Entity Name ForeFront Power thereunder or cause to be cured any default of Entity Name hereunder ForeFront Power thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Financing Party to cure any default of Entity Name ForeFront Power under this Agreement or (unless the Financing Party has succeeded to Entity NameForeFront Power’s interests under this Agreement) to perform any act, duty or obligation of Entity Name ForeFront Power under this Agreement, but the Town Purchaser hereby gives it the option to do so; . 19.1.3.3 Upon the exercise of remediesremedies under its security interest in the System, including any sale of the System thereof by the Financing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Entity Name ForeFront Power to the Financing Party (or any assignee of the Financing Party) in lieu thereof, the Financing Party shall give notice to the Town Purchaser of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement; . 19.1.3.4 Upon any default not reasonably susceptible to cure by a Finance Party, including, without limitation, rejection or other termination of this Agreement pursuant to any process undertaken with respect to Entity Name ForeFront Power under the United States Bankruptcy Code, at the request of the Financing Party made within ninety (90) days of such termination or rejectiondefault, the Town Purchaser shall enter into a new agreement with the Financing Party or its assignee designee having substantially the same terms and conditions as this Agreement.

Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement: The Financing Party, as owner of the System, or as collateral assignee of this Agreement, shall be entitled to exercise, in the place and stead of Entity NameForeFront Power, any and all rights and remedies of Entity Name ForeFront Power under this Agreement in accordance with the terms of this AgreementAgreement and only in the event of ForeFront Power’s or Purchaser’s default. The Financing Party shall also be entitled to exercise all rights and remedies of owners or secured parties, respectively, parties generally with respect to this Agreement and the System; System to the extent the Financing Party is a secured creditor. The Financing Party shall have the right, but not the obligation, obligation to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Entity Name ForeFront Power thereunder or cause to be cured any default of Entity Name hereunder ForeFront Power thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Financing Party to cure any default of Entity Name ForeFront Power under this Agreement or (unless the Financing Party has succeeded to Entity NameForeFront Power’s interests under this Agreement) to perform any act, duty or obligation of Entity Name ForeFront Power under this Agreement, but the Town Purchaser hereby gives it the option to do so; . Upon the exercise of remediesremedies under its security interest in the System, including any sale of the System thereof by the Financing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Entity Name ForeFront Power to the Financing Party (or any assignee of the Financing Party) in lieu thereof, the Financing Party shall give notice to the Town Purchaser of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement; . Upon any default not reasonably susceptible to cure by a Finance Party, including, without limitation, rejection or other termination of this Agreement pursuant to any process undertaken with respect to Entity Name ForeFront Power under the United States Bankruptcy Code, at the request of the Financing Party made within ninety (90) days of such termination or rejectiondefault, the Town Purchaser shall enter into a new agreement with the Financing Party or its assignee designee having substantially the same terms and conditions as this Agreement.

Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement: : i. The Financing Party, as owner of the System, or as collateral assignee of this Agreementassignee, shall be entitled to exercise, in the place and stead of Entity NameOperator, any and all rights and remedies of Entity Name Operator under this Agreement in accordance with the terms of this Agreement. The Agreement and only in the event of Operator’s or Subscriber’s default the Financing Party shall also be entitled to exercise all rights and remedies of owners or secured parties, respectively, parties generally with respect to this Agreement and the System; . ii. The Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Entity Name Operator thereunder or cause to be cured any default of Entity Name hereunder Operator thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Financing Party to cure any default of Entity Name Operator under this Agreement or (unless the Financing Party has succeeded to Entity NameOperator’s interests under this Agreement) to perform any act, duty or obligation of Entity Name Operator under this Agreement, but the Town Subscriber hereby gives it the option to do so; . iii. Upon the exercise of remediesremedies under its security interest in the System, including any sale of the System thereof by the Financing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Entity Name Operator to the Financing Party (or any assignee of the Financing Party) in lieu thereof, the Financing Party shall give notice to the Town Subscriber of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement; . iv. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Entity Name Operator under the United States Bankruptcy Code, at the request of the Financing Party made within ninety (90) days of such termination or rejection, the Town Subscriber shall enter into a new agreement with the Financing Party or its assignee having substantially the same terms and conditions as this Agreement.

Rights Upon Event of Default. Notwithstanding any contrary term Upon the occurrence and during the continuance of this Agreement: The Financing Partyan Event of Default, as owner of the System, or as collateral assignee of this Agreement, Secured Party shall be entitled to exercisehave, in the place any jurisdiction where enforcement hereof is sought, in addition to all other rights and stead of Entity Nameremedies that Secured Party may have under applicable Law or in equity or under this Agreement (including, without limitation, all rights set forth in Section 6 hereof) or under any and other Loan Document, all rights and remedies of Entity Name a secured party under the Uniform Commercial Code as enacted in any jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Grantors and without affecting the Obligations of Grantors hereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Secured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (f) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Secured Party may deposit or surrender control of the Collateral and/or accept other Property in exchange for the Collateral; (g) to settle, compromise or release, on terms acceptable to Secured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (h) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of Grantors; (i) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of Secured Party or in the name of Grantors, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Secured Party in accordance with exchange for or on account of the terms Collateral, whether representing collections or proceeds of this Agreement. The Financing Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Secured Party or Grantors may be applied by Secured Party without notice to Grantors, to the Secured Obligations in such order and manner as Secured Party in its sole discretion shall also be entitled determine; (j) to insure, process and preserve the Collateral; (k) to exercise all rights rights, remedies, powers or privileges provided under any of the Loan Documents; (l) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Secured Party may, at the cost and expense of Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of any premises of Grantors for such purposes and for such periods of time as reasonably required by Secured Party; (m) to receive, open and dispose of all mail addressed to Grantors, or any of them, and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to Grantors such mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of owners an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Grantors will, at Secured Party's request, assemble the Collateral and make it available to Secured Party at places which Secured Party may designate, whether at the premises of Grantors or secured partieselsewhere, respectivelyand will make available to Secured Party, generally with respect to this Agreement free of cost, all premises, equipment and facilities of Grantors for the System; The Financing purpose of Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, but not without notice or demand, either in person, by agent or by a receiver to be appointed by a court, and without regard to the obligationadequacy of any security for the Secured Obligations, to pay all sums due under this Agreement take possession of the Collateral or any part thereof and to perform collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at any Grantor's place of business, or at any other actplace permitted by applicable Law, duty and without the necessity of the Collateral's being within the view of prospective purchasers. Secured Party may direct the order and manner of sale of the Collateral, or obligation required portions thereof, as it in its sole and absolute discretion may determine, and Grantors, expressly waive any right to direct the order and manner of Entity Name thereunder sale of any Collateral. Secured Party or cause any Person on Secured Party's behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including attorneys' fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be cured determined by Secured Party in its sole and absolute discretion. Grantors and any default other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of Entity Name hereunder the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantors notice of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made. The requirement of sending notice conclusively shall be met if such notice is given in the manner provided contemplated by the terms Loan Agreement at least ten (10) days before the date of the sale. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this Agreementparagraph. Nothing herein requires With respect to any Collateral consisting of securities, partnership interests, joint venture interests, limited liability company memberships, Investments or the Financing like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933 or other applicable Laws, Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to cure persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any default such Collateral is sold at private sale, each Grantor agrees that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) no Grantor shall be entitled to a credit against the Secured Obligations in an amount in excess of Entity Name under this Agreement the purchase price, and (c) Secured Party shall not incur any liability or (unless responsibility to any Grantor in connection therewith, notwithstanding the Financing possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Secured Party has succeeded of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to Entity Name’s interests under this Agreement) to perform any act, duty sell a large amount of such Collateral or obligation Collateral that is privately traded. Upon consummation of Entity Name under this Agreement, but the Town hereby gives it the option to do so; Upon the exercise of remedies, including any sale of Collateral hereunder, Secured Party shall have the System right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other Person, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the Financing Partypurchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, whether by judicial proceeding or under and, in case of any power of sale contained therein, or any conveyance from Entity Name to the Financing Party (or any assignee of the Financing Party) in lieu thereofsuch failure, the Financing Party shall give notice to the Town of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement; Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Entity Name under the United States Bankruptcy Code, at the request of Financing Party made within ninety (90) days of such termination or rejection, the Town shall enter into a new agreement with Financing Party or its assignee having substantially the same terms and conditions as this AgreementCollateral may be sold again.

Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement: , during the continuation of an event of default by Owner under its agreements with Financing Party, provided that the Financing Party has agreed in writing to recognize Subscriber’s rights under the Agreement and to not disturb any of Subscriber’s rights thereunder: i. The Financing Party, as owner of the System, or as collateral assignee of this Agreementassignee, shall be entitled to exercise, in the place and stead of Entity NameOwner, any and all rights and remedies of Entity Name Owner under this Agreement in accordance with the terms of this Agreement. The Agreement and the Financing Party shall also be entitled to exercise all rights and remedies of owners or secured parties, respectively, parties generally with respect to this Agreement and the System; Agreement. ii. The Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Entity Name Owner thereunder or cause to be cured any default of Entity Name hereunder Owner thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Financing Party to cure any default of Entity Name Owner under this Agreement or (unless the Financing Party has succeeded to Entity NameOwner’s interests under this Agreement) to perform any act, duty or obligation of Entity Name Owner under this Agreement, but the Town Subscriber hereby gives it the option to do so; . iii. Upon the exercise of remediesremedies under its security interest in the Facility, including any sale of the System thereof by the Financing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Entity Name Owner to the Financing Party (or any assignee of the Financing Party) in lieu thereof, the Financing Party shall give notice to the Town of the transferee or assignee of this Agreement). Any such exercise of remedies shall not constitute a default under this Agreement; . iv. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Entity Name Owner under the United States Bankruptcy Code, at the request of the Financing Party made within ninety (90) days of such termination or rejection, the Town Subscriber shall enter into a new agreement with the Financing Party or its assignee having substantially the same terms and conditions as this Agreement.

Rights Upon Event of Default. Notwithstanding any contrary term Upon the occurrence and during ---------------------------- the continuance of this Agreement: The Financing Party, as owner an Event of Default under the System, or as collateral assignee of this Loan Agreement, Grantor shall be entitled to exercisein default hereunder and Secured Party shall have in any jurisdiction where enforcement is sought, in the place and stead of Entity Name, any and addition to all other rights and remedies of Entity Name under this Agreement in accordance with the terms of this Agreement. The Financing that Secured Party shall also be entitled to exercise all rights and remedies of owners or secured parties, respectively, generally with respect to this Agreement and the System; The Financing Party shall may have the right, but not the obligation, to pay all sums due under this Agreement and under applicable Law or in equity, all of its rights and remedies as a secured party under the Uniform Commercial Code as enacted in any such jurisdiction, and in addition the following rights and remedies, all of which may be exercised with or without further notice to perform Grantor: (a) to notify any Issuer of any Pledged Securities and any and all other obligors on any Pledged Collateral that the same has been pledged to Administrative Agent for the benefit of Secured Party and that all Distributions and other payments thereon are to be made directly and exclusively to Administrative Agent for the account of Secured Party; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to Secured Party, in whole or in part, the Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other actagreement relating to or affecting the Pledged Collateral; and to give all consents, duty waivers and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as if Secured Party were the owner thereof; (b) to enforce payment and prosecute any action or obligation required proceeding with respect to any and all of Entity Name thereunder the Pledged Collateral and take or cause to be cured any default of Entity Name hereunder bring, in Secured Party's name(s) or in the time name of Grantor, all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Pledged Collateral; (c) in accordance with applicable Law, to take possession of the Pledged Collateral with or without judicial process; (d) to endorse, in the name of Grantor, all checks, notes, drafts, money orders, instruments and manner provided by other evidences of payment relating to the terms Pledged Collateral; (e) to transfer any or all of this Agreement. Nothing herein requires the Financing Pledged Collateral into the name of Secured Party or its nominee or nominees; and (f) in accordance with applicable Law, to cure any default of Entity Name foreclose the Liens and security interests created under this Agreement or (unless under any other agreement relating to the Financing Party has succeeded Pledged Collateral by any available judicial procedure or without judicial process, and to Entity Name’s interests under this Agreement) to perform any actsell, duty assign or obligation of Entity Name under this Agreement, but the Town hereby gives it the option to do so; Upon the exercise of remedies, including any sale otherwise dispose of the System by the Financing PartyPledged Collateral or any part thereof, whether by judicial proceeding either at public or under private sale or at any power of sale contained thereinbroker's board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or any conveyance from Entity Name otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to the Financing Party (or any assignee of the Financing Secured Party) in lieu thereof, the Financing Party shall give notice to the Town of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement; Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Entity Name under the United States Bankruptcy Code, all at the request sole option of Financing Party made within ninety (90) days and in the sole discretion of such termination or rejection, the Town shall enter into a new agreement with Financing Party or its assignee having substantially the same terms and conditions as this AgreementSecured Party.

Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement: : i. The Financing Party, as owner of the System, or as collateral assignee of this Agreementassignee, shall be entitled to exercise, in the place and stead of Entity NameProvider, any and all rights and remedies of Entity Name Provider under this Agreement in accordance with the terms of this AgreementAgreement and only in the event of Provider’s or Host’s default. The Financing Party shall also be entitled to exercise all rights and remedies of owners or secured parties, respectively, parties generally with respect to this Agreement and the System; . ii. The Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Entity Name Provider thereunder or cause to be cured any default of Entity Name hereunder Provider thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Financing Party to cure any default of Entity Name Provider under this Agreement or (unless the Financing Party has succeeded to Entity NameProvider’s interests under this Agreement) to perform any act, duty or obligation of Entity Name Provider under this Agreement, but the Town Purchaser hereby gives it the option to do so; . iii. Upon the exercise of remediesremedies under its security interest in the System, including any sale of the System thereof by the Financing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Entity Name Provider to the Financing Party (or any assignee of the Financing Party) in lieu thereof, the Financing Party shall give notice to the Town Host of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement; . iv. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Entity Name Provider under the United States Bankruptcy Code, at the request of the Financing Party made within ninety (90) days of such termination or rejection, the Town Host shall enter into a new agreement with the Financing Party or its assignee having substantially the same terms and conditions as this Agreement.

Rights Upon Event of Default. Notwithstanding any contrary term Upon the occurrence and during the continuance of this Agreement: The Financing Partyan Event of Default, as owner of the System, or as collateral assignee of this Agreement, Secured Party shall be entitled to exercisehave, in the place any jurisdiction where enforcement hereof is sought, in addition to all other rights and stead of Entity Nameremedies that Secured Party may have under applicable Law or in equity or under this Agreement (including, without limitation, all rights set forth in Section 6 hereof) or under any and other Loan Document, all rights and remedies of Entity Name a secured party under the Uniform Commercial Code as enacted in any jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Grantors and without affecting the Obligations of Grantors hereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Secured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) to collect by legal proceedings or otherwise all Distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (f) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Secured Party may deposit or surrender control of the Collateral and/or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to Secured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (i) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of any Grantor; (j) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Secured Party in accordance with exchange for or on account of the terms Collateral, whether representing collections or proceeds of this Agreement. The Financing Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Secured Party or Grantors may be applied by Secured Party without notice to Grantors to the Secured Obligations in such order and manner as Secured Party in its sole discretion shall also be entitled determine; (k) to insure, process and preserve the Collateral; (l) to exercise all rights rights, remedies, powers or privileges provided under any of the Loan Documents; (m) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Secured Party may, at the cost and expense of each Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of any premises of any Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (n) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of owners an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Grantors will, at Secured Party's request, assemble the Collateral and make it available to Secured Party at places which Secured Party may reasonably designate, whether at the premises of Grantors or secured partieselsewhere, respectivelyand will make available to Secured Party, generally with respect to this Agreement free of cost, all premises, equipment and facilities of Grantors for the System; The Financing purpose of Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, but not without notice or demand, either in person, by agent or by a receiver to be appointed by a court, and without regard to the obligationadequacy of any security for the Secured Obligations, to pay all sums due under this Agreement take possession of the Collateral or any part thereof and to perform collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Agent, or at Grantors' places of business, or at any other actplace permitted by applicable Law, duty and without the necessity of the Collateral's being within the view of prospective purchasers. Secured Party may direct the order and manner of sale of the Collateral, or obligation required portions thereof, as it in its sole and absolute discretion may determine, and Grantors expressly waive any right to direct the order and manner of Entity Name thereunder sale of any Collateral. Secured Party or cause any Person on Secured Party's behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys' fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be cured determined by Secured Party in its sole and absolute discretion. Grantors and any default other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of Entity Name hereunder the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Borrower, as agent for Grantors, reasonable notice of the time and manner provided by place of any public sale thereof or of the terms time on or after which any private sale thereof is to be made. The requirement of this Agreement. Nothing herein requires sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Borrower at its address set forth in the Financing Party to cure any default of Entity Name under this Agreement or (unless the Financing Party has succeeded to Entity Name’s interests under this Agreement) to perform any act, duty or obligation of Entity Name under this Loan Agreement, but or delivered or otherwise sent to Borrower, at least five (5) days before the Town date of the sale. Each Grantor other than Borrower hereby gives irrevocably appoints Borrower as its agent for the purpose of receiving notice of sale hereunder, and agrees that such Grantor conclusively shall be deemed to have received notice of sale when notice of sale has been given to Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Investment Collateral, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws ("Registered Collateral"), Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private or public sale in any such manner and under such circumstances as may be permitted by law. Without limiting the foregoing, Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any Investment Collateral other than Registered Collateral is sold at private sale, Grantors agree that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantors shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to Grantors in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantors recognize that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Secured Party of any such Collateral for an amount substantially less than a pro rata share of the option fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to do so; sell a large amount of such Collateral or Collateral that is privately traded. Upon the exercise consummation of remedies, including any sale of Collateral hereunder, Secured Party shall have the System right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other Person, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the Financing Partypurchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, whether by judicial proceeding or under and, in case of any power of sale contained therein, or any conveyance from Entity Name to the Financing Party (or any assignee of the Financing Party) in lieu thereofsuch failure, the Financing Party shall give notice to the Town of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement; Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Entity Name under the United States Bankruptcy Code, at the request of Financing Party made within ninety (90) days of such termination or rejection, the Town shall enter into a new agreement with Financing Party or its assignee having substantially the same terms and conditions as this AgreementCollateral may be sold again.