Common use of Acceleration and Other Remedies Clause in Contracts

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Commitment shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, Agent, at the request of the Requisite Lenders, shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any fees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(f8.1(f) or 6.1(g8.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Commitment Commitments shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Agent shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash to Agent either (i) cash for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations or (ii) an Acceptable Standby Letter of Credit for the benefit of the L/C Issuers (and Borrower shall then immediately so deliver), and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral or Acceptable Standby Letter of Credit to secure all of the Letter of Credit Obligations. Any such cash collateral or Acceptable Standby Letter of Credit shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any feesFees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay pay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations the Termination Date shall have been satisfied and paid in fulloccurred, the balance, if any, of such cash collateral or Acceptable Standby Letter of Credit shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may reasonably request with respect to such cash collateral.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived (including for purposes of Section 10) by BorrowerBorrowers, and the Commitment Commitments shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Agent shall, by written notice to Borrower Representative (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower Borrowers immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower Borrowers shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower Borrowers hereby grants grant to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any feesFees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to BorrowerBorrowers. Borrower Borrowers shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. Upon the occurrence of If any Event of Default described in Sections 6.1(f) or 6.1(g)occurs and is continuing, the Commitments shall be immediately terminated and Administrative Agents shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the Obligations, including following actions: (i) declare the Revolving unpaid principal amount of all outstanding Loans, shall automatically become all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration protest or other requirements notice of any kind, all of which are hereby expressly waived by the Borrower, and ; (ii) require that the Commitment shall thereupon terminate. Upon Borrower Cash Collateralize the occurrence and during the continuance of any other Event of Default, Agent, at the request of the Requisite Lenders, shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, Revolving L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, Obligations (d) demand that Borrower immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and then Outstanding Amount thereof); and (eiii) exercise any on behalf of itself, the other Agents and the Lenders all rights and remedies which may be available to it, the other Agents and the Lenders under the Loan Documents (including, without limitation, all of the Collateral Documents) or applicable law. Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower hereby grants under the Bankruptcy Code of the United States, the obligation of each Lender to Agent, for the benefit make Loans and any obligation of any L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral Issuer to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to make L/C Issuers Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to reimburse Cash Collateralize the Revolving L/C Issuers for payments Obligations as aforesaid shall automatically become effective, in each case without further act of drafts drawn under such Letters of Credit and any fees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired Agent or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateralLender.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Commitment Commitments shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Agent shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any feesFees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. Upon the occurrence of If any Event of Default described in Sections 6.1(f) or 6.1(g)occurs and is continuing, the Commitments shall be immediately terminated and Administrative Agents shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the Obligations, including following actions: (i) declare the Revolving unpaid principal amount of all outstanding Loans, shall automatically become all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration protest or other requirements notice of any kind, all of which are hereby expressly waived by the Borrower, and ; (ii) require that the Commitment shall thereupon terminate. Upon Borrower Cash Collateralize the occurrence and during the continuance of any other Event of Default, Agent, at the request of the Requisite Lenders, shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, Obligations (d) demand that Borrower immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and then Outstanding Amount thereof); and (eiii) exercise any on behalf of itself, the other Agents and the Lenders all rights and remedies which may be available to it, the other Agents and the Lenders under the Loan Documents (including, without limitation, all of the Collateral Documents) or applicable law. Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower hereby grants under the Bankruptcy Code of the United States, the obligation of each Lender to Agent, for the benefit make Loans and any obligation of any L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral Issuer to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to make L/C Issuers Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to reimburse Cash Collateralize the L/C Issuers for payments Obligations as aforesaid shall automatically become effective, in each case without further act of drafts drawn under such Letters of Credit and any fees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired Agent or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateralLender.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived (including for purposes of Section 10) by BorrowerBorrowers, and the Commitment Commitments shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgents may, and at the request of the Requisite Lenders, Agents shall, by written notice to Borrower Representative (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereonthereon (“Acceleration of the Obligations”), (c) terminate all or any portion of the obligations of AgentAgents, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that U.S. Borrower immediately deliver cash to Agent for the benefit of L/C Issuers (and U.S. Borrower shall then immediately so deliver) in an amount equal to 105% one hundred three percent (103%) of the aggregate outstanding Letter of Credit Obligations Obligations, (e) require that Credit Parties deliver to Agent (or, in the case of Supplemental Real Estate owned by Canadian Borrower, Canadian Agent) a fully executed Mortgage over each parcel of Supplemental Real Estate in form and substance satisfactory to Agent (or, in the case of Supplemental Real Estate owned by Canadian Borrower, Canadian Agent), together with such title insurance policies, surveys, appraisals, evidence of insurance, legal opinions, environmental assessments and other documents and certificates as shall be required by Agent (or, in the case of Supplemental Real Estate owned by Canadian Borrower, Canadian Agent) (and Credit Parties shall use commercially reasonable efforts to deliver the foregoing within thirty (30) days) and (ef) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower Borrowers hereby grants grant to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any feesFees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to BorrowerBorrowers. Borrower Borrowers shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. (a) Upon the occurrence of any Event of Default described in Sections 6.1(f7.1(f) or 6.1(g7.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived (including for purposes of Section 10 and Section 11) by BorrowerBorrowers to the extent permitted by applicable law, and the Commitment Commitments shall thereupon terminate. . (b) Upon the occurrence and during the continuance of any other Event of DefaultDefault other than those described in Section 7.1(f) and 7.1(g), US Agent or Canadian Agent, as applicable, may and at the request of the Requisite Lenders, US Agent or Canadian Agent, as the case may be, shall, by written notice to the Applicable Borrower Representative (ai) reduce the aggregate amount of the Commitments US Tranche A Loan Commitment, US Tranche A1 Loan Commitment, Canadian Tranche A Loan Commitment or Canadian Tranche A1 Loan Commitment, as applicable, from time to time, (bii) declare all or any portion of the Loans US Tranche A Loan, US Tranche A1 Loan. Canadian Tranche A Loan or Canadian Tranche A1 Loan, as the case may be, and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereonthereon (“Acceleration of US Obligations” or “Acceleration of Canadian Obligations”, as applicable), (ciii) terminate all or any portion of the obligations of US Agent, L/C Issuers Issuers, US Tranche A Lenders and US Tranche A1 Lenders or Canadian Agent, Canadian Tranche A Lenders and Canadian Tranche A1 Lenders, as the case may be, to make Revolving Credit Advances and issue Letters of CreditAdvances, (div) demand that Borrower US Borrowers immediately deliver cash to US Agent for the benefit of the US L/C Issuers (and Borrower US Borrowers shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding US Letter of Credit Obligations Obligations, (v) demand that Canadian Borrowers immediately deliver cash to Canadian Agent for the benefit of the Canadian L/C Issuers (and Canadian Borrowers shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Canadian Letter of Credit Obligations, (vi) appoint investigative accountants to conduct an investigation of any Canadian Borrower’s business and assets, or for such other purposes as the Canadian Agent may specify, the fees and costs of such investigative accountants to be for such Borrower’s account (the Canadian Agent shall not be obliged to disclose to any Borrower any reports or other findings of such investigative accountants) and (evii) exercise any other remedies which may be available under the Loan Documents or applicable law. . (c) Each US Borrower hereby grants to US Agent, for the benefit of US L/C Issuers and each US Tranche A Lender with a participation in any US Letters of Credit then outstanding, a security interest in such cash collateral described in clause (b) above to secure all of the US Letter of Credit Obligations. Any such cash collateral shall be made available by US Agent to US L/C Issuers to reimburse US L/C Issuers for payments of drafts drawn under such US Letters of Credit and any feesFees, Charges and reasonable expenses of US L/C Issuers with respect to such US Letters of Credit and the unused portion thereof, after all such US Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other US Obligations. After all such US Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to BorrowerUS Borrowers. Borrower US Borrowers shall from time to time execute and deliver to US Agent such further documents and instruments as US Agent may request with respect to such cash collateral. (d) Each Canadian Borrower hereby grants to Canadian Agent, for the benefit of Canadian L/C Issuers and each Canadian Tranche A Lender with a participation in any Canadian Letters of Credit then outstanding, a security interest in such cash collateral described in clause (b) above to secure all of the Canadian Letter of Credit Obligations. Any such cash collateral shall be made available by Canadian Agent to Canadian L/C Issuers to reimburse Canadian L/C Issuers for payments of drafts drawn under such Canadian Letters of Credit and any Fees, Charges and expenses of Canadian L/C Issuers with respect to such Canadian Letters of Credit and the unused portion thereof, after all such Canadian Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Canadian Obligations. After all such Canadian Letters of Credit shall have expired or been fully drawn upon and all Canadian Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be returned to Canadian Borrowers. Canadian Borrowers shall from time to time execute and deliver to Canadian Agent such further documents and instruments as Canadian Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(f7.1(f) or 6.1(g7.1(g), the Revolving Loan Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Commitment Revolving Loan Commitments shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Agent shall, by written notice to Borrower (a) reduce the aggregate amount of the Revolving Loan Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash to Agent either (i) cash for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations or (ii) an Acceptable Standby Letter of credit for the benefit of the L/C Issuers (and Borrower shall then immediately so deliver), and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral or Acceptable Standby Letter of Credit to secure all of the Letter of Credit Obligations. Any such cash collateral or Acceptable Standby Letter of Credit shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any feesFees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay pay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations the Termination Date shall have been satisfied and paid in fulloccurred, the balance, if any, of such cash collateral or Acceptable Standby Letter of Credit shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may reasonably request with respect to such cash collateral.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived (including for purposes of Section 10) by BorrowerBorrowers, and the Commitment Commitments shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Agent shall, by written notice to Borrower Representative (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower Borrowers either (x) immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower Borrowers shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations or (y) provide to Agent for each outstanding Letter of Credit either (A) a stand-by letter of credit, in favor of Agent and in form and substance and issued by a bank acceptable to Agent, for 105% of the undrawn amount of such outstanding Letter of Credit or (B) a replacement letter of credit satisfactory to the beneficiary thereof as a replacement for such outstanding Letter of Credit (and sufficient for such beneficiary to return such outstanding Letter of Credit) and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower Borrowers hereby grants grant to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any feesFees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to BorrowerBorrowers. Borrower Borrowers shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived (including for purposes of Section 10) by BorrowerBorrowers, and the Commitment Commitments shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Agent shall, by written notice to Borrower Representative (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower Borrowers immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to one hundred five percent (105% %) of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower Borrowers hereby grants grant to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any feesFees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to BorrowerBorrowers. Borrower Borrowers shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(fSECTIONS 7.1(f) or 6.1(g7.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Commitment Commitments shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Agent shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash to Agent either (i) cash for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations or (ii) an Acceptable Standby Letter of credit for the benefit of the L/C Issuers (and Borrower shall then immediately so deliver), and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral or Acceptable Standby Letter of Credit to secure all of the Letter of Credit Obligations. Any such cash collateral or Acceptable Standby Letter of Credit shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any feesFees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay pay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations the Termination Date shall have been satisfied and paid in fulloccurred, the balance, if any, of such cash collateral or Acceptable Standby Letter of Credit shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may reasonably request with respect to such cash collateral.

Acceleration and Other Remedies. Upon If any Default occurs and is continuing the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g)Issuing Bank may, the Commitments shall be immediately terminated and all upon direction of the ObligationsRequired Lenders shall, including terminate the Revolving Loans, shall automatically become Letter of Credit and/or declare all Reimbursement Obligations to be immediately due and payable. If any Default occurs and is continuing, without presentmentthe Issuing Bank, demandat the request of the Required Lenders, protest, shall direct the Trustee to declare the Bonds to be due and payable or to direct that Bonds be called for redemption as provided in the Paragraph entitled "Mandatory Redemption at the Direction of the Bank" as provided in Section 8 of the Bonds. A copy of such notice shall be sent to the Reimbursement Obligor. If the Letter of Credit has not been replaced at least five days before a notice of intent redemption of the Bonds is due to acceleratebe issued by the Trustee under Section 8 of the Bonds because of the pending expiration of the Letter of Credit, the Issuing Bank may, with the consent of all Lenders, elect to extend the Stated Expiration Date of the Letter of Credit for such period as it determines by issuing a notice in the form of acceleration Exhibit H to the Letter of Credit and Reimbursement Obligor and Guarantor hereby consent to any such extension and acknowledge that such extension shall not be deemed to cure or other requirements of any kind, all of which are satisfy the Default. Reimbursement Obligor and Guarantor hereby expressly waived by Borrower, confirm that their obligations pursuant to this Agreement and the Commitment Guaranty shall thereupon terminatenot be affected by such amendments and they agree to execute such documentation as Administrative Agent may require in connection with any such extension but the absence of such documentation shall in no way limit or affect their respective obligations. Upon In addition to the foregoing, following the occurrence and during the continuance of any other Event a Default and so long as the Letter of DefaultCredit has not been fully drawn and has not been cancelled or expired by its terms or terminated by the Lenders under this Section 10.1, upon demand by the Administrative Agent, at the request Reimbursement Obligor shall establish and deposit in the Letter of the Requisite Lenders, shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver Collateral Account cash to Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all undrawn face amount of the Letter of Credit Obligationsand all fees and other amounts due or which may become due with respect thereto. Any such cash collateral The Reimbursement Obligor shall have no control over funds in the Letter of Credit Collateral Account, which funds will be invested by the Administrative Agent from time to time at its discretion in certificates of deposit of First Chicago having a maturity not exceeding 30 days. Such funds shall be made available promptly applied by the Administrative Agent to L/C Issuers to reimburse L/C Issuers any Issuing Bank for payments of drafts drawn from time to time under such Letters the Letter of Credit and any fees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other ObligationsCredit. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balanceSuch funds, if any, remaining in the Letter of such cash collateral shall be (subject to any rights Credit Collateral Account following the payment of third parties and except as all obligations under the Credit Documents in full shall, unless Administrative Agent is otherwise directed by a court of competent jurisdiction) returned , be promptly paid over to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateralthe Reimbursement Obligor.

Acceleration and Other Remedies. Upon If elected by Authority pursuant to the occurrence following sentence, the entire balance due under this Authority Loan Note shall be paid to Authority upon the earlier of any Event of Default described the following (each, an ―Event of Default‖): (i) the uncured default of Developer under the Project Documents, this Authority Loan Note, or the Deed of Trust, in Sections 6.1(feach case, after delivery of notice and expiration of the applicable cure period provided in the respective agreement; or (ii) the sale, lease or 6.1(gother transfer or conveyance (other than the permitted rentals and conveyances under the Agreement) of all or any part of the Project, or any interest therein (individually or collectively a ―Transfer‖), without the Commitments shall be immediately terminated prior written consent of Authority in accordance with the Agreement, in each case, after delivery of notice and all expiration of the Obligations, including applicable cure period provided in the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Commitment shall thereupon terminateapplicable Project Document. Upon the occurrence and during the continuance of any other an Event of Default, AgentAuthority may, at Authority’s option, declare the request of the Requisite Lenders, shall, by written notice to Borrower (a) reduce the aggregate outstanding principal amount of this Authority Loan Note, together with any other charges hereunder and all other sums secured by the Commitments from time Deed of Trust, to timebe due and payable immediately, (b) declare and upon such declaration, such principal and such other sums shall immediately become and be due and payable without demand or notice, all as further set forth in the Deed of Trust. All costs of collection, including, but not limited to, reasonable attorneys’ fees and all expenses incurred in connection with protection of, or realization on, the security for this Authority Loan Note, may be added to the principal hereunder, and shall accrue interest at the Alternate Rate as provided herein. Authority shall at all times have the right to proceed against any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash to Agent security for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the this Authority Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest Note in such cash collateral to secure all of the Letter of Credit Obligations. Any order and in such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and manner as Authority may consider appropriate, without waiving any fees, Charges and reasonable expenses of L/C Issuers rights with respect to any of the security. Any delay or omission on the part of Authority in exercising any right hereunder, under the Agreement, the Project Documents or under the Deed of Trust shall not operate as a waiver of such Letters right, or of Credit and any other right. No single or partial exercise of any right or remedy hereunder or under the unused portion Agreement, the Project Documents, the Deed of Trust or any other document or agreement shall preclude other or further exercises thereof, or the exercise of any other right or remedy. The acceptance of payment of any sum payable hereunder, or part thereof, after the due date of such payment shall not be a waiver of Authority’s right to either require prompt payment when due of all such Letters other sums payable hereunder or to declare an Event of Credit shall have expired Default for failure to make prompt or been fully drawn uponcomplete payment. In addition, shall be applied to repay upon any other Obligations. After all such Letters Event of Credit shall have expired or been fully drawn upon Default, the Note Amount and all Obligations outstanding amounts due under this Authority Loan Note shall have been satisfied accrue interest at the default rate of ten percent (10%) per annum (based on a 360-day year and paid in full, charged on the balance, if any, basis of such cash collateral shall be the actual number of days elapsed) (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral―Alternate Rate‖).

Acceleration and Other Remedies. Upon The entire balance due under this Note shall be paid to the occurrence Authority, or otherwise satisfied as provided below, upon demand by the Authority, which may be given upon the earlier to occur of any Event of Default described the following events (each, an ―Event of Default‖): (i) the uncured default of Developer under the Transaction Documents, this Note, or the Phase A Deed of Trust, in Sections 6.1(feach case, after delivery of notice and expiration of the applicable cure period provided in the respective agreement or instrument; or (ii) the sale, lease or 6.1(gother transfer or conveyance (other than the permitted rentals and conveyances under the Original Agreement, the Phase A Implementation Agreement and/or the Phase A Ground Lease) of all or any part of the Phase A Site or the Improvements, or any interest therein (individually or collectively, a ―Transfer‖), without the Commitments shall prior written consent of Authority, which consent may be immediately terminated withheld in Authority’s sole and absolute discretion; Authority may, at Authority’s option, declare the outstanding principal amount of this Note, together with the then accrued and unpaid interest thereon and other charges hereunder, and all other sums secured by the Phase A Deed of the ObligationsTrust, including the Revolving Loans, shall automatically become immediately to be due and payablepayable immediately, and upon such declaration, such principal and interest and other sums shall immediately become and be due and payable without presentment, demand, protest, notice of intent to accelerate, notice of acceleration demand or other requirements of any kindnotice, all as further set forth in the Phase A Deed of which are hereby expressly waived by BorrowerTrust. All costs of collection, including, but not limited to, reasonable attorneys’ fees and all expenses incurred in connection with protection of, or realization on, the security for this Note, may be added to the principal hereunder, and shall accrue interest as provided herein. Authority shall at all times have the Commitment shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, Agent, at the request of the Requisite Lenders, shall, by written notice right to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or proceed against any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash to Agent security for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest this Note in such cash collateral to secure all of the Letter of Credit Obligations. Any order and in such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and manner as Authority may consider appropriate, without waiving any fees, Charges and reasonable expenses of L/C Issuers rights with respect to any of the security. Any delay or omission on the part of Authority in exercising any right hereunder, under the Agreement, the Transaction Documents or under the Phase A Deed of Trust shall not operate as a waiver of such Letters right, or of Credit and any other right. No single or partial exercise of any right or remedy hereunder or under the unused portion Agreement, the Transaction Documents, the Phase A Deed of Trust or any other document or agreement shall preclude other or further exercises thereof, or the exercise of any other right or remedy. The acceptance of payment of any sum payable hereunder, or part thereof, after the due date of such payment shall not be a waiver of Authority’s right to either require prompt payment when due of all such Letters other sums payable hereunder or to declare an Event of Credit Default for failure to make prompt or complete payment. Notwithstanding anything to the contrary contained in this Note, prior to declaring any default or taking any remedy permitted under this Note or applicable law based upon an alleged default under this Note by Developer, , in its capacity as the limited partner of Developer or its successors or assigns as limited partner(s) of Developer, shall have expired or been fully drawn uponan additional period of not less than (a) ten (10) days to cure such alleged default if of a monetary nature, and (b) thirty (30) days to cure such alleged default if of a nonmonetary nature; provided, however, if in order to cure such a default [ ], as the limited partner, must remove the general partner of Developer, [ ], as the limited partner, shall be applied so notify Authority and so long as [ ], as the limited partner, is diligently and continuously attempting to repay any other Obligations. After all so remove such Letters of Credit general partner, [ ], as the limited partner, shall have expired until the date thirty (30) days after the effective date of the removal of the general partner or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of general partners to cure such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateraldefault.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g)Default, at Lender's election, the Commitments Loan Commitment shall be immediately terminated and automatically terminated, and all of the DIP Obligations, including the Revolving LoansLoan, shall automatically become immediately due and payable, each without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Loan Commitment shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, Agent, at the request of the Requisite Lenders, shallLender may, by written notice to Borrower (ai) reduce the aggregate amount of the Commitments Loan Commitment from time to time, (bii) declare all or any portion of the Loans Loan and all or any portion of the other DIP Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (ciii) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders Lender to make Revolving Credit Advances and issue Letters of CreditAdvances, (d) demand that Borrower immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (eiv) exercise any other remedies which may be available under this Agreement, any order of the Loan Documents Bankruptcy Court or applicable law. Lender may also: (i) after giving such notice as may be required by law, if any (and to the extent notice shall be required by law, Borrower hereby grants agrees that at least ten (10) days' notice to AgentBorrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute commercially reasonable notice), foreclose on, sell, lease, license, or otherwise dispose of, non-judicially and/or by judicial action, in any order, separately or together, at the same or different times and places, at public or private sales, for the benefit of L/C Issuers cash, on credit or for further delivery and each at such prices and such other terms as Lender with a participation in may deem appropriate, any Letters of Credit then outstanding, a security interest in such cash collateral to secure or all of the Letter Collateral and/or any other real or personal property security for the DIP Obligations, without waiving any other part of Credit any of the Collateral, or any other such real or personal property security; (ii) require Borrower, at its expense, to assemble any or all of the Collateral and make it available to Lender at a place designated by Lender that is reasonably convenient to Borrower and Lender; (iii) without removal or taking possession, sell, lease, license or otherwise dispose of the Collateral; (iv) enter on any property where any of the Collateral may be located and possess and remove any or all of the Collateral without judicial process, if Lender can do so without a breach of the peace (and Borrower grants to Lender the right for this purpose to enter on any such property), or by judicial process; (v) in any sale, lease, license, or other disposition of any Collateral, dispose of the Collateral without giving any warranties and specifically disclaim and/or modify any or all warranties of title, possession, quiet enjoyment, or the like or of any other kind which by law may be disclaimed or modified, and no such disclaimer shall be considered to affect the commercial reasonableness of such sale, lease, license or other disposition; (vi) exclude Borrower and its successors or assigns, agents, and employees from the Collateral, and hold, store, use, operate, manage, and control the Collateral, and collect and receive all rents, revenues, issues, income, and profits of the Collateral; (vii) file suit and obtain judgment, and in conjunction with any action, Lender may seek ancillary remedies provided by law, including levy of attachment and garnishment; (viii) without taking possession, sell, lease or otherwise dispose of the Collateral at public or private sale in accordance with the Code; (ix) exercise any or all other remedies now or in the future available to a secured party under the Code; (x) obtain specific performance of any covenant or agreement contained in this Agreement, or in aid of the execution of any power or remedy granted in this Agreement; and (xi) exercise any other legal, equitable, or contractual right or remedy against Borrower and/or any security. (I) No remedy provided or permitted under this Agreement is exclusive of any other, or of any remedy provided or permitted by law, equity, or any other instrument or agreement evidencing, securing, guaranteeing, or relating to any of the DIP Obligations. Any such cash collateral shall be made available by Agent Each remedy is cumulative and in addition to L/C Issuers every other remedy. No exercise of remedies, including foreclosure, against any part of the Collateral will exhaust or extinguish Lender's rights to reimburse L/C Issuers for payments exercise remedies, including foreclosure, against part of drafts drawn under such Letters of Credit and any fees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Collateral until the DIP Obligations shall have been satisfied and are paid in full. Lender may exercise any one or more of its remedies at its option without regard to the adequacy of its security. Lender's delay or omission in the exercise of any right, remedy, or power accruing on any event of default under this Agreement will not impair such right, remedy, or power or any other, nor will such delay or omission be deemed a waiver of or acquiescence in that or any other event of default. Lender shall have no obligation to clean-up or otherwise prepare the balanceCollateral for sale. Lender shall have no obligation to attempt to satisfy the DIP Obligations by collecting them from any other Person, if anyand Lender may release, modify or waive any Collateral provided by any other Person, to secure any of such cash collateral shall be (subject to any the DIP Obligations, all without affecting Lender's rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to against Borrower. Borrower waives any right it may have to require Lender to pursue any third person for any of the DIP Obligations. Lender may comply with any applicable state or federal law requirements in connection with the disposition of the Collateral, and compliance will not be considered adversely to affect the commercial reasonableness of any sale of or other disposition of the Collateral. If Lender sells any of the Collateral upon credit, Borrower will be credited only with payments actually made by the purchaser, received by Lender and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, Lender may resell the Collateral, and Borrower shall from time be credited with the proceeds of the sale. In the event Lender purchases any of the Collateral being sold, Lender may pay for the Collateral by crediting some or all of the DIP Obligations of Borrower. Lender shall have no obligation to time execute and deliver marshal any assets in favor of Borrower, or against or in payment of the DIP Obligations, or any other obligation owed to Agent such further documents and instruments as Agent may request with respect to such cash collateralLender by Borrower or any other Person.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections Section 6.1(f) or 6.1(g), the Revolving Loan Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, Swing Line Loans and Letter of Credit Obligations, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrowereach Credit Party, and the Commitment Revolving Loan Commitments shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Agent shall, by written notice to Parent Borrower (a) reduce the aggregate amount of the Revolving Loan Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower Borrowers immediately deliver cash or a standby letter of credit (in form and substance and from an issuer reasonably satisfactory to Agent) to Agent for the benefit of L/C Issuers (and Borrower Borrowers shall then immediately so deliver) in an amount equal to 105102% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower Borrowers hereby grants grant to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any feesFees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to BorrowerParent Borrower on behalf of Borrowers. Borrower Borrowers shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections SECTION 6.1(f) or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived (including for purposes of SECTION 10) by BorrowerBorrowers, and the Commitment Commitments shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Agent shall, by written notice to Borrower Representative (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion other Obligations, all of the US Loans and all other Annex A Page 78 Obligations relating thereto and/or all of the European Loans and all other European Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower Borrowers immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Upon (i) the acceleration of any of the Loans (so long as such acceleration has not been withdrawn or rescinded) pursuant to this SECTION 6.3, or (ii) the occurrence of an Event of Default under SECTION 6.1(a) resulting from the Loans and other Obligations not being repaid in full on the US Commitment Termination Date, each Lender, acting through the Agent, shall have the right, but not the obligation, to exercise a one time only right to cause all or any portion of such Lender's interest (direct or by way of participation) in the then outstanding European Loans (and the European Revolving Loan Commitment) owing to such European Lender to be denominated in Dollars beginning on the date of the occurrence of such acceleration or Event of Default (the "CONVERSION DATE"), and to be payable in Dollars thereafter. The Agent may exercise such right by giving the Borrower Representative notice of such election and the portion of such Loans that Agent wishes to denominate in Dollars. The conversion of a Euro-denominated Loan into a Dollar-denominated loan pursuant to the two preceding sentences shall be at the Exchange Rate in effect as of the Conversion Date. Borrowers hereby grants grant to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any feesFees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to BorrowerBorrowers. Borrower Borrowers shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(fsubsections 6.1(F) or 6.1(g6.1(G), the Commitments shall be immediately terminated unpaid principal amount of and all of accrued interest and fees on the Obligations, including Term Loan and the Revolving Loans, the aggregate outstanding Letter of Credit Liability and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Revolving Loan Commitment shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Lenders Agent shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of and the obligations of Agent, L/C Issuers Issuing Lenders and Lenders to make Revolving Credit Advances Loans and issue Letters of CreditCredit shall thereupon terminate, (db) demand that Borrower immediately deliver deposit cash to with Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) Issuing Lenders in an amount equal to 105102% of the aggregate outstanding Letter of Credit Obligations Liability and (ec) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers Issuing Lenders and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit ObligationsLiability. Any such cash collateral shall be made available by Agent to L/C Issuers Issuing Lenders to reimburse L/C Issuers Issuing Lenders for payments of drafts drawn under such Letters of Credit and any fees, Charges fees and reasonable expenses of L/C Bank Line Issuers or Issuing Lenders with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g), 6.1(e) the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans and the European Working Capital Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by BorrowerBorrowers, and the Commitment Commitments shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAdministrative Agent may, and at the request of the Requisite Lenders, Administrative Agent shall, by written notice to each Borrower Representative (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of AgentAuthorized Agents, L/C Issuers and Lenders to make Revolving Credit Advances and European Working Capital Credit Advances and issue Letters of Credit, (d) demand that Borrower Borrowers immediately deliver cash to Appropriate Agent for the benefit of L/C Issuers (and Borrower Borrowers shall then immediately so deliver) in an amount equal to 105103% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower US Borrowers hereby grants grant to Administrative Agent, for the benefit of US L/C Issuers and each Lender with a participation in any US Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the US Letter of Credit Obligations. Any such cash collateral shall be made available by Administrative Agent to US L/C Issuers to reimburse US L/C Issuers for payments of drafts drawn under such US Letters of Credit and any feesFees, Charges and reasonable expenses of US L/C Issuers with respect to such US Letters of Credit and the unused portion thereof, after all such US Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such US Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to US Borrowers. European Borrower hereby grants to European Security Agent, for the benefit of European L/C Issuers and each Lender with a participation in any European Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the European Letter of Credit Obligations. Any such cash collateral shall be made available by European Security Agent to European L/C Issuers to reimburse European L/C Issuers for payments of drafts drawn under such European Letters of Credit and any Fees, Charges and expenses of European L/C Issuers with respect to such European Letters of Credit and the unused portion thereof, after all such European Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations of the European Credit Parties. After all such European Letters of Credit shall have expired or been fully drawn upon and all Obligations of the European Credit Parties shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be returned to European Borrower. Borrower Borrowers shall from time to time execute and deliver to Appropriate Agent such further documents and instruments as such Agent may request with respect to such cash collateral. If any Event of Default has occurred and is continuing, European Loan Agent and European Security Agent may (with the prior written consent the Administrative Agent) and, at the written request of the Requisite Lenders or the Administrative Agent, shall, exercise any rights and remedies provided to the European Loan Agent and European Security Agent under the Loan Documents or at law or equity. If any Event of Default has occurred and is continuing, and the Obligations have been declared to be or otherwise become immediately due and payable, Administrative Agent may (and at the written request of the Requisite Lenders, shall), cause the Escrow Agent to release the Escrow Materials to it pursuant to the terms of the Escrow Agreement (it being understood that Agents and Lenders may not cause the Escrow Materials to be so released except as provided in this sentence).

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(fsubsections 6.1(G) or 6.1(g6.1(H), the Commitments shall be immediately terminated unpaid principal amount of and accrued interest and fees on the Term Loan and all of the Obligations, including the Revolving Loans, other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Commitment shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, Agentbut subject to the Intercreditor Agreement, Agent may, and at the request of the Requisite Lenders, Lenders Agent shall, by written take the following additional actions: (A) Agent may, without notice to Borrower (a) reduce and without further action, apply any and all money owing by Agent or Lenders to Borrower to the aggregate amount payment of the Commitments from time Obligations; (B) Agent may apply for the employment of, or taking possession by, a trustee, receiver, liquidator or other similar official of Borrower to time, (b) declare hold or liquidate all or any portion substantial part of the Loans properties or assets of Borrower. Borrower hereby consent to such appointment and agrees to execute and deliver any and all documents requested by Agent relating to the appointment of such trustee, receiver, liquidator or other similar official (whether by joining in a petition for the appointment of such an official, by entering no contest to a petition for the appointment of such an official, or otherwise, as appropriate under applicable law); (C) Agent may advance such sums as the Required Lenders deem necessary or appropriate to preserve or protect any Collateral and Borrower shall reimburse Agent, upon demand, for all sums so advanced together with interest thereon at the default rate described in subsection 1.2(C) hereof from the date so advanced until Paid in Full; provided, however, that nothing herein shall be interpreted or construed as requiring Agent or any portion Lender to advance any such amounts; (D) Agent may exercise and enforce its rights and remedies under any of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, Loan Documents; and (cE) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) may exercise any other rights and remedies which may be available under the Loan Documents to it in equity or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any fees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired law or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateralagreement.

Acceleration and Other Remedies. Upon Upon: (a) the occurrence of any an Event of Default described as defined in Sections 6.1(f) the Agreement, or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Commitment shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, Agent, at the request of the Requisite Lenders, shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) Borrower selling, contracting to sell, giving an option to purchase, conveying, leasing, further encumbering, refinancing, mortgaging, assigning or alienating the Borrower’s interest in the Site (other than (i) financing or refinancing, approved by Authority or otherwise permitted pursuant to Section 604.4 of the Agreement, (ii) leasing of individual Housing United to tenants in the ordinary course of business, or (iii) a purchase option and/or right of first refusal granted to Xxxxxxxx’s general partner(s) or affiliates thereof), whether directly or indirectly, whether voluntarily or involuntarily or by operation of law, or any interest in the Site, or suffering its title, or any interest in the Site to be divested, whether voluntarily or involuntarily, without the consent of Authority or as otherwise approved or permitted under the Agreement, Authority may, at Authority’s option, declare the outstanding principal amount of this Note, together with the then accrued and unpaid interest thereon and other charges hereunder, and all other sums secured by the Deed of Trust, to be due and payable immediately, and upon such declaration, such principal and interest and other sums shall immediately become and be due and payable without demand or notice, all as further set forth in the Deed of Trust. All costs of collection, including, but not limited to, reasonable attorneys’ fees and all expenses incurred in connection with protection of, or realization on, the security for this Note, may be added to the principal hereunder, and shall accrue interest as provided herein. Authority shall at all times have the right to proceed against any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash to Agent security for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest this Note in such cash collateral to secure all of the Letter of Credit Obligations. Any order and in such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under manner as such Letters of Credit and Authority may consider appropriate, without waiving any fees, Charges and reasonable expenses of L/C Issuers rights with respect to any of the security. Any delay or omission on the part of Authority in exercising any right hereunder, under the Agreement or under the Deed of Trust shall not operate as a waiver of such Letters right, or of Credit and any other right. No single or partial exercise of any right or remedy hereunder or under the unused portion Agreement or any other document or agreement shall preclude other or further exercises thereof, or the exercise of any other right or remedy. The acceptance of payment of any sum payable hereunder, or part thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, due date of such cash collateral payment shall not be (subject a waiver of Authority’s right to any rights either require prompt payment when due of third parties and except as otherwise directed by a court all other sums payable hereunder or to declare an Event of competent jurisdiction) returned Default for failure to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateralmake prompt or complete payment.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived (including for purposes of Section 10) by Borrower, and the Commitment Commitments shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Agent shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash (or, with the consent of Agent in each instance, back to back letters of credit in form and issued by a Person acceptable to Agent) to Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable lawApplicable Law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any feesFees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. (a) Upon the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, Obligations shall automatically become immediately due and payable, Lenders’ obligation hereunder to make Loans to Borrower shall immediately terminate, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower. (b) Upon the occurrence and during the continuance of any Event of Default other than described in Sections 6.1(f) or 6.1(g), the Agent, at the direction of the Required Lenders may, at their option, declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Commitment shall thereupon terminate. . (c) Upon the occurrence and during the continuance of any Event of Default other than described in Sections 6.1(f) or 6.1(g), the Lenders may, at their option, terminate its obligation hereunder to make Loans to Borrower. (d) Upon the occurrence and during the continuation of any Event of Default, the Agent, at the request direction of the Requisite Lenders, shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Required Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) may exercise any other remedies which may be available under the Loan Documents or applicable law. , including all remedies provided under the Code. (e) Except as otherwise provided for in this Agreement, Borrower hereby grants waives, to Agentthe extent not prohibited by applicable law: (i) presentment, demand and protest and notice of presentment, dishonor, notice of intent to accelerate, notice of acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by the Agent for the benefit of L/C Issuers and each Lender with a participation the Lenders on which Borrower may in any Letters of Credit then outstandingway be liable, and hereby ratifies and confirms whatever such the Agent may do in this regard, (ii) all rights to notice and a hearing prior to the Agent’s taking possession or control of, or to the Agent’s replevy, attachment or levy upon, the Collateral or any bond or security interest in such cash collateral that might be required by any court prior to secure all allowing the Agent, at the direction of the Letter Required Lenders to exercise any of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments its remedies, and (iii) the benefit of drafts drawn under such Letters of Credit all valuation, appraisal, marshaling and any fees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateralexemption laws.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g), the Revolving Loan Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, Swing Line Loans and Letter of Credit Obligations, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrowereach Credit Party, and the Commitment Revolving Loan Commitments shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Agent shall, by written notice to Borrower (a) reduce the aggregate amount of the Revolving Loan Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver delivers cash or a standby letter of credit (in form and substance and from an issuer satisfactory to Agent) to Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any feesFees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(f7.1(f) or 6.1(g7.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived (including for purposes of Section 10) by BorrowerBorrowers, and the Commitment Commitments shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Agent shall, by written notice to Borrower Representative (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances, Alternative Currency Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower Borrowers immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower Borrowers hereby grants grant to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any feesFees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay pay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations the Termination Date shall have been satisfied and paid in fulloccurred, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to BorrowerBorrowers. Borrower Borrowers shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Commitment shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Agent shall, by written notice to Borrower Representative (ai) reduce the aggregate amount of the Commitments from time to time, (bii) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (ciii) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Term Loan Advances, Revolving Credit Advances and issue Letters of Credit, (div) demand that Borrower Borrowers either (A) immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower Borrowers shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations or (B) provide to Agent for each outstanding Letter of Credit either (1) a stand-by letter of credit, in favor of Agent and in form and substance and issued by a bank acceptable to Agent, for 105% of the undrawn amount of such outstanding Letter of Credit or (2) a replacement letter of credit satisfactory to the beneficiary thereof as a replacement for such outstanding Letter of Credit (and sufficient for such beneficiary to return such outstanding Letter of Credit) and (ev) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower Borrowers hereby grants grant to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstandingRevolving Lender, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any feesFees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to BorrowerBorrowers. Borrower Borrowers shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(fsubsections 6.1(F) or 6.1(g6.1(G), the Commitments shall be immediately terminated unpaid principal amount of and all of accrued interest and fees on the Obligations, including Term Loans and the Revolving Loans, the aggregate outstanding Letter of Credit Liability and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Revolving Loan Commitment shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Lenders Agent shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of and the obligations of Agent, L/C Issuers Issuing Lenders and Lenders to make Revolving Credit Advances Loans and issue Letters of CreditCredit shall thereupon terminate, (db) demand that Borrower immediately deliver deposit cash to with Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) Issuing Lenders in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations Liability and (ec) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers Issuing Lenders and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit ObligationsLiability. Any such cash collateral shall be made available by Agent to L/C Issuers Issuing Lenders to reimburse L/C Issuers Issuing Lenders for payments of drafts drawn under such Letters of Credit and any fees, Charges fees and reasonable expenses of L/C Bank Line Issuers or Issuing Lenders with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived (including for purposes of Section 10) by BorrowerBorrowers, and the Commitment Commitments shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgents may, and at the request of the Requisite Lenders, Agents shall, by written notice to Borrower Representative (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereonthereon (“Acceleration of the Obligations”), (c) terminate all or any portion of the obligations of AgentAgents, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower U.S. Borrowers immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower U.S. Borrowers shall then immediately so deliver) in an amount equal to 105% one hundred three percent (103%) of the aggregate outstanding Letter of Credit Obligations Obligations, (e) require that Credit Parties deliver to Agent (or, in the case of Supplemental Real Estate owned by Canadian Borrower, Canadian Agent) a fully executed Mortgage over each parcel of Supplemental Real Estate in form and substance satisfactory to Agent (or, in the case of Supplemental Real Estate owned by Canadian Borrower, Canadian Agent), together with such title insurance policies, surveys, appraisals, evidence of insurance, legal opinions, environmental assessments and other documents and certificates as shall be required by Agent (or, in the case of Supplemental Real Estate owned by Canadian Borrower, Canadian Agent) (and Credit Parties shall use commercially reasonable efforts to deliver the foregoing within thirty (30) days) and (ef) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower Borrowers hereby grants grant to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any feesFees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to BorrowerBorrowers. Borrower Borrowers shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. (a) Upon the occurrence of any Event of Default described in Sections 6.1(fsubsections 8.1(G) or 6.1(g8.1(H), the all Revolving Loan Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrowereach Loan Party, and the Commitment Revolving Loan Commitments shall thereupon terminate. . (b) Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Agent shall, by written notice to Borrower Borrowing Agent (a) reduce the aggregate amount of the Revolving Loan Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers Agent and Lenders to make Revolving Credit Advances and issue Lender Letters of Credit, (d) demand that Borrower Borrowers immediately deliver cash to Agent either (i) cash for the benefit of L/C Issuers the Lenders (and Borrower Borrowers shall then immediately so deliver) in an amount equal to one hundred five percent (105% %) of the aggregate outstanding Letter of Credit Liability or (ii) with the consent of Agent, one or more Acceptable Standby Letters of Credit for the benefit of the Lenders (and Borrowers shall then immediately so deliver), (e) cause part or all of the cash received in Borrowers’ depository accounts to be applied to the Obligations in accordance with subsection 8.7 until the Revolving Loan has been paid in full and all Letter of Credit Liability has been cash collateralized in accordance with subsection 2.4(C) and (ef) exercise any other remedies which may be available under the Loan Documents or applicable law. Applicable Law. (c) US Borrower hereby grants to Agent, for the benefit of L/C Issuers the Lenders and each Lender with a participation in any US Lender Letters of Credit then outstanding, a security interest in such cash collateral referred to in subsection 8.3(b) above to secure all of the US Letter of Credit ObligationsLiability. Any such cash collateral or, if applicable, the proceeds of any Acceptable Standby Letter of Credit shall be made available by Agent to L/C Issuers Lenders to reimburse L/C Issuers Lenders for payments of drafts drawn under such US Lender Letters of Credit and any fees, Charges charges and reasonable expenses of L/C Issuers the Lenders with respect to such US Lender Letters of Credit and the unused portion thereof, after all such US Lender Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay pay any other Obligations. After all such Obligations have been Paid in Full, all Lender Letters of Credit shall have expired or been fully drawn upon and all Obligations the Termination Date shall have been satisfied and paid in fulloccurred, the balance, if any, of such cash collateral or Acceptable Standby Letter of Credit shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to US Borrower. US Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may reasonably request with respect to such cash collateral. (d) Canadian Borrower hereby grants to Agent, for the benefit of the Lenders and each Lender with a participation in any Canadian Lender Letters of Credit then outstanding, a security interest in such cash collateral referred to in subsection 8.3(b) above to secure all of the Canadian Letter of Credit Liability. Any such cash collateral or if applicable, the proceeds of any Acceptable Standby Letter of Credit shall be made available by Agent to Lenders to reimburse Lenders for payments of drafts drawn under such Canadian Lender Letters of Credit and any fees, charges and expenses of the Lenders with respect to such Canadian Lender Letters of Credit and the unused portion thereof, after all such Canadian Lender Letters of Credit shall have expired or been fully drawn upon, shall be applied to pay any other Obligations of Canadian Borrower. After all Obligations of the Canadian Borrower have been Paid in Full, all such Canadian Lender Letters of Credit shall have expired or been fully drawn upon and the Termination Date shall have occurred, the balance, if any, of such cash collateral or Acceptable Standby Letter of Credit shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Canadian Borrower. Canadian Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may reasonably request with respect to such cash collateral.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving LoansLoans (but excluding any Obligations existing from time to time of Borrower or a Guarantor to a Lender (or an Affiliate of a Lender) arising in connection with any Bank Product Documents), shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Commitment shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, Agent, at the request of the Requisite Lenders, shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations (excluding any Obligations existing from time to time of Borrower or a Guarantor to a Lender (or an Affiliate of a Lender) arising in connection with any Bank Product Documents) to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations Minimum Collateral Amount and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any fees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. Upon Upon: (a) the occurrence of any an Event of Default described as defined in Sections 6.1(f) the Agreement, or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Commitment shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, Agent, at the request of the Requisite Lenders, shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) Borrower selling, contracting to sell, giving an option to purchase, conveying, leasing, further encumbering, refinancing, mortgaging, assigning or alienating Borrower’s interest in the Site (other than (i) financing or refinancing, approved by Agency or otherwise permitted pursuant to Section 604 of the AHA, (ii) leasing of individual Housing Units to tenants in the ordinary course of business, or (iii) a purchase option and/or right of first refusal granted to Borrower’s general partner(s) or affiliates thereof), whether directly or indirectly, whether voluntarily or involuntarily or by operation of law, or any interest in the Site, or suffering its title, or any interest in the Site to be divested, whether voluntarily or involuntarily, without the consent of Agency or as otherwise approved or permitted under the Agreement, Agency may, at Agency’s option, declare the outstanding principal amount of this Note, together with the then accrued and unpaid interest thereon and other charges hereunder, and all other sums secured by the Agency Loan Deed of Trust, to be due and payable immediately, and upon such declaration, such principal and interest and other sums shall immediately become and be due and payable without demand or notice, all as further set forth in the Agency Loan Deed of Trust. All costs of collection, including, but not limited to, reasonable attorneys’ fees and all expenses incurred in connection with protection of, or realization on, the security for this Note, may be added to the principal hereunder, and shall accrue interest as provided herein. Agency shall at all times have the right to proceed against any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash to Agent security for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest this Note in such cash collateral to secure all of the Letter of Credit Obligations. Any order and in such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under manner as such Letters of Credit and Agency may consider appropriate, without waiving any fees, Charges and reasonable expenses of L/C Issuers rights with respect to any of the security. Any delay or omission on the part of Agency in exercising any right hereunder, under the Agreement or under the Agency Loan Deed of Trust shall not operate as a waiver of such Letters right, or of Credit and any other right. No single or partial exercise of any right or remedy hereunder or under the unused portion Agreement or any other document or agreement shall preclude other or further exercises thereof, or the exercise of any other right or remedy. The acceptance of payment of any sum payable hereunder, or part thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, due date of such cash collateral payment shall not be (subject a waiver of Agency’s right to any rights either require prompt payment when due of third parties and except as otherwise directed by a court all other sums payable hereunder or to declare an Event of competent jurisdiction) returned Default for failure to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateralmake prompt or complete payment.

Acceleration and Other Remedies. Upon Upon: (a) the occurrence of any an Event of Default described as defined in Sections 6.1(f) the Agreement, or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Commitment shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, Agent, at the request of the Requisite Lenders, shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) Borrower selling, contracting to sell, giving an option to purchase, conveying, leasing, further encumbering, refinancing, mortgaging, assigning or alienating Borrower’s interest in the Site (other than (i) financing or refinancing, approved by Agency or otherwise permitted pursuant to Section 604 of the AHA, (ii) leasing of individual Housing Units to tenants in the ordinary course of business, or (iii) a purchase option and/or right of first refusal granted to Borrower’s general partner(s) or affiliates thereof), whether directly or indirectly, whether voluntarily or involuntarily or by operation of law, or any interest in the Site, or suffering its title, or any interest in the Site to be divested, whether voluntarily or involuntarily, without the consent of Agency or as otherwise approved or permitted under the Agreement, Agency may, at Agency’s option, declare the outstanding principal amount of this Note, together with the then accrued and unpaid interest thereon and other charges hereunder, and all other sums secured by the Agency Loan Deed of Trust, to be due and payable immediately, and upon such declaration, such principal and interest and other sums shall immediately become and be due and payable without demand or notice, all as further set forth in the Agency Loan Deed of Trust. All costs of collection, including, but not limited to, reasonable attorneys’ fees and all expenses incurred in connection with protection of, or realization on, the security for this Note, may be added to the principal hereunder, and shall accrue interest as provided herein. Agency shall at all times have the right to proceed against any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash to Agent security for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest this Note in such cash collateral to secure all of the Letter of Credit Obligations. Any order and in such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under manner as such Letters of Credit and Agency may consider appropriate, without waiving any fees, Charges and reasonable expenses of L/C Issuers rights with respect to any of the security. Any delay or omission on the part of Agency in exercising any right hereunder, under the Agreement or under the Agency Loan Deed of Trust shall not operate as a waiver of such Letters right, or of Credit and any other right. No single or partial exercise of any right or remedy hereunder or under the unused portion Agreement or any other document or agreement shall preclude other or further exercises thereof, or the exercise of any other right or remedy. The acceptance of payment of any sum payable hereunder, or part thereof, after all such Letters the due date of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.such

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(fsubsections 6.1(G) or 6.1(g6.1(H), the Commitments shall be immediately terminated unpaid principal amount of and all of the Obligations, including accrued interest and fees on the Revolving Loans, the aggregate outstanding Letter of Credit Liability and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Revolving Loan Commitment shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Lenders Agent shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of and the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances Loans and issue Letters of CreditCredit shall thereupon terminate, (db) demand that Borrower immediately deliver deposit cash to with Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to one hundred and five percent (105% %) of the aggregate outstanding Letter of Credit Obligations Liability and (ec) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit ObligationsLiability. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any fees, Charges fees and reasonable expenses of Bank Line Issuers or L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived (including for purposes of Section 10) by BorrowerBorrowers, and the Commitment Commitments shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Agent shall, by written notice to Borrower Representative (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower Borrowers immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower Borrowers shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower Borrowers hereby grants grant to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any feesFees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit Credit, and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.other

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(fsubsections 6.1(G) or 6.1(g6.1(H), the Commitments shall be immediately terminated unpaid principal amount of and all of the Obligations, including accrued interest and fees on the Revolving Loans, the aggregate outstanding Letter of Credit Liability and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Revolving Loan Commitment shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Lenders Agent shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of and the obligations of Agent, L/C Issuers Issuing Lenders and Lenders to make Revolving Credit Advances Loans and issue Letters of CreditCredit shall thereupon terminate, (db) demand that Borrower immediately deliver deposit cash to with Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) Issuing Lenders in an amount equal to one hundred and five percent (105% %) of the aggregate outstanding Letter of Credit Obligations Liability and (ec) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers Issuing Lenders and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit ObligationsLiability. Any such cash collateral shall be made available by Agent to L/C Issuers Issuing Lenders to reimburse L/C Issuers Issuing Lenders for payments of drafts drawn under such Letters of Credit and any fees, Charges fees and reasonable expenses of L/C Bank Line Issuers or Issuing Lenders with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Commitment shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Agent shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any feesFees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. Upon The entire balance due under this Note shall be paid to the occurrence Authority, or otherwise satisfied as provided below, upon demand by the Authority, which may be given upon the earlier to occur of any Event of Default described the following events (each, an ―Event of Default‖): (i) the uncured default of Developer under the Transaction Documents, this Note, or the Phase B Deed of Trust, in Sections 6.1(feach case, after delivery of notice and expiration of the applicable cure period provided in the respective agreement or instrument; or (ii) the sale, lease or 6.1(gother transfer or conveyance (other than the permitted rentals and conveyances under the Original Agreement, the Phase B Implementation Agreement and/or the Phase B Ground Lease) of all or any part of the Phase B Site or the Improvements, or any interest therein (individually or collectively, a ―Transfer‖), without the Commitments shall prior written consent of Authority, which consent may be immediately terminated withheld in Authority’s sole and absolute discretion; Authority may, at Authority’s option, declare the outstanding principal amount of this Note, together with the then accrued and unpaid interest thereon and other charges hereunder, and all other sums secured by the Phase B Deed of the ObligationsTrust, including the Revolving Loans, shall automatically become immediately to be due and payablepayable immediately, and upon such declaration, such principal and interest and other sums shall immediately become and be due and payable without presentment, demand, protest, notice of intent to accelerate, notice of acceleration demand or other requirements of any kindnotice, all as further set forth in the Phase B Deed of which are hereby expressly waived by BorrowerTrust. All costs of collection, including, but not limited to, reasonable attorneys’ fees and all expenses incurred in connection with protection of, or realization on, the security for this Note, may be added to the principal hereunder, and shall accrue interest as provided herein. Authority shall at all times have the Commitment shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, Agent, at the request of the Requisite Lenders, shall, by written notice right to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or proceed against any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash to Agent security for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest this Note in such cash collateral to secure all of the Letter of Credit Obligations. Any order and in such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and manner as Authority may consider appropriate, without waiving any fees, Charges and reasonable expenses of L/C Issuers rights with respect to any of the security. Any delay or omission on the part of Authority in exercising any right hereunder, under the Agreement, the Transaction Documents or under the Phase B Deed of Trust shall not operate as a waiver of such Letters right, or of Credit and any other right. No single or partial exercise of any right or remedy hereunder or under the unused portion Agreement, the Transaction Documents, the Phase B Deed of Trust or any other document or agreement shall preclude other or further exercises thereof, or the exercise of any other right or remedy. The acceptance of payment of any sum payable hereunder, or part thereof, after the due date of such payment shall not be a waiver of Authority’s right to either require prompt payment when due of all such Letters other sums payable hereunder or to declare an Event of Credit Default for failure to make prompt or complete payment. Notwithstanding anything to the contrary contained in this Note, prior to declaring any default or taking any remedy permitted under this Note or applicable law based upon an alleged default under this Note by Developer, , in its capacity as the limited partner of Developer or its successors or assigns as limited partner(s) of Developer, shall have expired or been fully drawn uponan additional period of not less than (a) ten (10) days to cure such alleged default if of a monetary nature, and (b) thirty (30) days to cure such alleged default if of a nonmonetary nature; provided, however, if in order to cure such a default [ ], as the limited partner, must remove the general partner of Developer, [ ], as the limited partner, shall be applied so notify Authority and so long as [ ], as the limited partner, is diligently and continuously attempting to repay any other Obligations. After all so remove such Letters of Credit general partner, [ ], as the limited partner, shall have expired until the date thirty (30) days after the effective date of the removal of the general partner or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of general partners to cure such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateraldefault.

Acceleration and Other Remedies. (a) Upon the occurrence of any Event of Default described in Sections Section 6.1(f) or 6.1(g), the Revolving Loan Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, Swing Line Loans and Letter of Credit Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrowereach Credit Party, and the Commitment Revolving Loan Commitments shall thereupon terminate. . (b) Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Agent shall, by written notice to Parent Borrower (ai) reduce the aggregate amount of the Revolving Loan Commitments from time to time, (bii) declare all or any portion of the Revolving Loans, the Swing Line Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (ciii) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (div) demand that Borrower Borrowers immediately deliver cash collateral or a standby letter of credit (in form and substance and from an issuer reasonably satisfactory to Agent) to Agent for the benefit of L/C Issuers (and Borrower Borrowers shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations, (v) set-off against any outstanding Obligations amounts held in the accounts of any Credit Party maintained by or with the Agent, any Lender or their respective Affiliates and (evi) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower Borrowers hereby grants grant to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any feesFees, Charges (excluding any Excluded Taxes) and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to BorrowerParent Borrower on behalf of Borrowers. Borrower Borrowers shall from time to time execute and deliver to Agent such further documents and instruments as the Decision Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived (including for purposes of Section 10) by BorrowerBorrowers, and the Commitment Commitments shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Agent shall, by written notice to Borrower Representative (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower Borrowers immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower Borrowers shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower Borrowers hereby grants grant to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any feesFees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit Credit, and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to BorrowerBorrowers. Borrower Borrowers shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. (a) Upon the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Commitment shall thereupon terminate. . (b) Upon the occurrence and during the continuance of any other Event of DefaultDefault other than described in Sections 6.1(f) or 6.1(g), AgentLender may, at the request of the Requisite Lendersits option, shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereonpayable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower. (c) terminate all or Upon the occurrence of any portion Event of the obligations of AgentDefault, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) Lender may exercise any other remedies which may be available under the Loan Documents or applicable law. , including all remedies provided under the Code. (d) Except as otherwise provided for in this Agreement or by applicable law, Borrower waives: (i) presentment, demand and protest and notice of presentment, dishonor, notice of intent to accelerate, notice of acceleration, protest, default, nonpayment, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Lender on which Borrower may in any way be liable, and hereby grants ratifies and confirms whatever Lender may do in this regard, (ii) all rights to Agentnotice and a hearing prior to Lender’s taking possession or control of, for or to Lender’s replevy, attachment or levy upon, the Collateral or any bond or security that might be required by any court prior to allowing Lender to exercise any of its remedies, and (iii) the benefit of L/C Issuers all valuation, appraisal, marshaling and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any fees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateralexemption laws.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Commitment shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, Agent, at the request of the Requisite Lenders, shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any fees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. (a) Upon the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving LoansLoan, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived (including for purposes of Section 10 or Section 11) by BorrowerBorrowers to the extent permitted by applicable law, and the Commitment Commitments shall thereupon terminate. . (b) Upon the occurrence and during the continuance of any other Event of DefaultDefault other than those described in Section 6.1(f) and 6.1(g), US Agent or Netherlands Agent, as applicable, may and at the request of the Requisite US Lenders or Requisite Netherlands Lenders, as applicable, US Agent or Netherlands Agent, as the case may be, shall, by written notice to the Applicable Borrower Representatives (ai) reduce the aggregate amount of the Commitments US Commitment or Netherlands Commitments, as applicable, from time to time, (bii) declare all or any portion of the Loans US Revolving Loan or Netherlands Revolving Loan, as the case may be, and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereonthereon (“Acceleration of US Obligations” or “Acceleration of Netherlands Obligations”, as applicable), (ciii) terminate all or any portion of the obligations of US Agent, US L/C Issuers and US Lenders or Netherlands Agent, Netherlands L/C Issuers and Netherlands Lenders to make Revolving Credit Advances and issue Letters of Credit, (div) demand that Borrower US Borrowers or Netherlands Borrowers, as the case may be, immediately deliver cash to Applicable Agent (or, in the case of Netherlands Agent, to Netherlands Security Trustee, if Netherlands Agent so directs) for the benefit of the US L/C Issuers and Netherlands L/C Issuers (and Borrower Borrowers shall then immediately so deliver) in an amount equal to 105103% of the aggregate outstanding Letter of Credit Obligations in the currency of the applicable Letter of Credit, (v) appoint investigative accountants to conduct an investigation of any Netherlands Borrower’s business and assets, or for such other purposes as the Netherlands Agent may specify, the fees and costs of such investigative accountants to be for such Borrower’s account (the Netherlands Agent shall not be obliged to disclose to any Borrower any reports or other findings of such investigative accountants) and (evi) exercise any other remedies which may be available under the Loan Documents or applicable law. law (including the right to require Netherlands Security Trustee to enforce its rights under the Netherlands Security documents for the benefit of itself, Netherlands Agent and Netherlands Lenders). (c) Each US Borrower hereby grants to US Agent, for the benefit of US L/C Issuers and each US Lender with a participation in any US Letters of Credit then outstanding, a security interest in such cash collateral described in clause (b) above to secure all of the US Letter of Credit Obligations. Any such cash collateral shall be made available by US Agent to US L/C Issuers to reimburse US L/C Issuers for payments of drafts drawn under such US Letters of Credit and any feesFees, Charges and reasonable expenses of US L/C Issuers with respect to such US Letters of Credit and the unused portion thereof, after all such US Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such US Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to BorrowerUS Borrowers. Borrower US Borrowers shall from time to time execute and deliver to US Agent such further documents and instruments as US Agent may request with respect to such cash collateral. (d) Each Netherlands Borrower hereby grants to Netherlands Agent, for the benefit of Netherlands L/C Issuers and each Netherlands Lender with a participation in any Netherlands Letters of Credit then outstanding, a security interest in such cash collateral described in clause (b) above to secure all of the Netherlands Letter of Credit Obligations. Any such cash collateral shall be made available by Netherlands Agent to Netherlands L/C Issuers to reimburse Netherlands L/C Issuers for payments of drafts drawn under such Netherlands Letters of Credit and any Fees, Charges and expenses of Netherlands L/C Issuers with respect to such Netherlands Letters of Credit and the unused portion thereof, after all such Netherlands Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Netherlands Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be returned to Netherlands Borrowers. Netherlands Borrowers shall from time to time execute and deliver to Netherlands Agent such further documents and instruments as Netherlands Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived (including for purposes of Section 10) by BorrowerBorrowers, and the Commitment Commitments shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgents may, and at the request of the Requisite Lenders, Agents shall, by written notice to Borrower Representative (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereonthereon ("Acceleration of the Obligations"), (c) terminate all or any portion of the obligations of AgentAgents, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that U.S. Borrower immediately deliver cash to Agent for the benefit of L/C Issuers (and U.S. Borrower shall then immediately so deliver) in an amount equal to 105103% of the aggregate outstanding Letter of Credit Obligations Obligations, (e) require that Credit Parties deliver to Agent (or, in the case of Supplemental Real Estate owned by Canadian Borrower, Canadian Agent) a fully executed Mortgage over each parcel of Supplemental Real Estate in form and substance satisfactory to Agent (or, in the case of Supplemental Real Estate owned by Canadian Borrower, Canadian Agent), together with such title insurance policies, surveys, appraisals, evidence of insurance, legal opinions, environmental assessments and other documents and certificates as shall be required by Agent (or, in the case of Supplemental Real Estate owned by Canadian Borrower, Canadian Agent) (and Credit Parties shall use commercially reasonable efforts to deliver the foregoing within 30 days) and (ef) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower Borrowers hereby grants grant to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any feesFees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to BorrowerBorrowers. Borrower Borrowers shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. Upon The entire balance due under this Note shall be paid to the occurrence Authority, or otherwise satisfied as provided below, upon demand by the Authority, which may be given upon the earlier to occur of any Event of Default described in Sections 6.1(f) or 6.1(g), the Commitments shall be immediately terminated and all of the Obligationsfollowing events (each, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Commitment shall thereupon terminate. Upon the occurrence and during the continuance of any other an “Event of Default”): (i) the uncured default of Developer under the Transaction Documents, Agentthis Note, or the Manchester Deed of Trust, in each case, after delivery of notice and expiration of the applicable cure period provided in the respective agreement or instrument; or (ii) the sale, lease or other transfer or conveyance (other than the permitted rentals and conveyances under the Original Agreement, the Implementation Agreement and/or the Manchester Ground Lease) of all or any part of the Manchester Site or the Improvements, or any interest therein (individually or collectively, a “Transfer”), without the prior written consent of Authority, which consent may be withheld in Authority’s sole and absolute discretion; Authority may, at Authority’s option, declare the request of the Requisite Lenders, shall, by written notice to Borrower (a) reduce the aggregate outstanding principal amount of this Note, together with the Commitments from time then accrued and unpaid interest thereon and other charges hereunder, and all other sums secured by the Manchester Deed of Trust, to timebe due and payable immediately, (b) declare and upon such declaration, such principal and interest and other sums shall immediately become and be due and payable without demand or notice, all as further set forth in the Manchester Deed of Trust. All costs of collection, including, but not limited to, reasonable attorneys’ fees and all expenses incurred in connection with protection of, or realization on, the security for this Note, may be added to the principal hereunder, and shall accrue interest as provided herein. Authority shall at all times have the right to proceed against any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash to Agent security for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest this Note in such cash collateral to secure all of the Letter of Credit Obligations. Any order and in such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and manner as Authority may consider appropriate, without waiving any fees, Charges and reasonable expenses of L/C Issuers rights with respect to any of the security. Any delay or omission on the part of Authority in exercising any right hereunder, under the Agreement, the Transaction Documents or under the Manchester Deed of Trust shall not operate as a waiver of such Letters right, or of Credit and any other right. No single or partial exercise of any right or remedy hereunder or under the unused portion Agreement, the Transaction Documents, the Manchester Deed of Trust or any other document or agreement shall preclude other or further exercises thereof, or the exercise of any other right or remedy. The acceptance of payment of any sum payable hereunder, or part thereof, after the due date of such payment shall not be a waiver of Authority’s right to either require prompt payment when due of all such Letters other sums payable hereunder or to declare an Event of Credit Default for failure to make prompt or complete payment. Notwithstanding anything to the contrary contained in this Note, prior to declaring any default or taking any remedy permitted under this Note or applicable law based upon an alleged default under this Note by Developer, PNC MultiFamily Capital Institutional Fund XXXVIII Limited Partnership and Columbia Housing SLP Corporation, an Oregon corporation (“Investor Limited Partner”), in their capacities as the limited partners of Developer or their successors or assigns as limited partner(s) of Developer, shall have expired or been fully drawn uponan additional period of not less than (a) ten (10) days to cure such alleged default if of a monetary nature, and (b) thirty (30) days to cure such alleged default if of a nonmonetary nature; provided, however, if in order to cure such a default Investor Limited Partner, as the limited partner, must remove the general partner of Developer, Investor Limited Partner, as the limited partner, shall be applied so notify Authority and so long as Investor Limited Partner, as the limited partner, is diligently and continuously attempting to repay any other Obligations. After all so remove such Letters of Credit general partner, Investor Limited Partner, as the limited partner, shall have expired until the date thirty (30) days after the effective date of the removal of the general partner or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of general partners to cure such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateraldefault.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(fSECTIONS 7.1(F) or 6.1(g7.1(G), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Commitment Commitments shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Agent shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash to Agent either (i) cash for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations or (ii) an Acceptable Standby Letter of credit for the benefit of the L/C Issuers (and Borrower shall then immediately so deliver), and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral or Acceptable Standby Letter of Credit to secure all of the Letter of Credit Obligations. Any such cash collateral or Acceptable Standby Letter of Credit shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any feesFees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay pay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations the Termination Date shall have been satisfied and paid in fulloccurred, the balance, if any, of such cash collateral or Acceptable Standby Letter of Credit shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may reasonably request with respect to such cash collateral.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g), the Revolving Loan Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Commitment Revolving Loan Commitments shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Agent shall, by written notice to Borrower (a) reduce the aggregate amount of the Revolving Loan Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations or demand that Borrower cause to be issued back-up letters of credit reasonably acceptable to Agent, and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any feesFees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(f8.1(f) or 6.1(g8.1(g), the Commitments Term Loan Commitment shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Term Loan Commitment shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Agent shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments Term Loan Commitment from time to time, (b) declare all or any portion of the Loans Term Loan and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, and (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any fees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may reasonably request with respect to such cash collateral. Borrower and its Affiliates shall cooperate with Agent to (i) facilitate the orderly transfer (to the fullest extent permitted by applicable Legal Requirements) to Agent or its designee of all liquor license, casino operator and other licenses and permits with respect to the Property, and (ii) enable the continued provision of alcoholic beverages, the operation of liquor services and the operation of casino and gambling services at the Property without interruption, in each case, until such time as Agent or its designee shall have obtained such licenses and permits. If any other party is the holder of the foregoing licenses and permits with respect to all or any portion of the Property, either as of the date hereof or subsequent to the date hereof, Borrower and its Affiliates shall cause such party to deliver to Agent in writing an agreement to abide by the foregoing.

Acceleration and Other Remedies. Upon Upon: (a) the occurrence of any Event an event of Default described as defined in Sections 6.1(f) the Agreement, or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Commitment shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, Agent, at the request of the Requisite Lenders, shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) declare except as otherwise permitted in the Agreement or this Promissory Note, Borrower assigning, subletting, transferring, mortgaging, or otherwise transferring or encumbering all or any portion part of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security Borrower’s interest in such cash collateral to secure all the Agreement or in the Premises, whether directly or indirectly, whether voluntarily or involuntarily or by operation of law, City may, at City’s option, declare the Letter outstanding principal amount of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any fees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balancethis Promissory Note, if any, as may be adjusted pursuant to Sections 3 and 5 hereof and other charges hereunder, to be due and payable immediately, and upon such declaration, such principal and interest and other sums shall immediately become and be due and payable without demand or notice. All costs of collection, including, but not limited to, reasonable attorneys’ fees and all expenses incurred in connection with protection of, or realization on, the security for this Promissory Note, may be added to the principal hereunder, and shall accrue interest as provided herein. Any delay or omission on the part of the City in exercising any right hereunder or under the Agreement shall not operate as a waiver of such cash collateral right, or of any other right. No single or partial exercise of any right or remedy hereunder or under the Agreement or any other document or agreement shall preclude other or further exercises thereof, or the exercise of any other right or remedy. The acceptance of payment of any sum payable hereunder, or part thereof, after the due date of such payment shall not be (subject a waiver of City’s right to any rights either require prompt payment when due of third parties and except as otherwise directed by a court all other sums payable hereunder or to declare an Event of competent jurisdiction) returned Default for failure to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateralmake prompt or complete payment.

Acceleration and Other Remedies. Upon the occurrence of any Event of Default described in Sections 6.1(f) or 6.1(g), the Commitments shall be immediately terminated and all of the Obligations, including the Revolving Loans, shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the Commitment Commitments shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, AgentAgent may, and at the request of the Requisite Lenders, Agent shall, by written notice to Borrower (a) reduce the aggregate amount of the Commitments from time to time, (b) declare all or any portion of the Loans and all or any portion of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, (c) terminate all or any portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving Credit Advances and issue Letters of Credit, (d) demand that Borrower immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations and (e) exercise any other remedies which may be available under the Loan Documents or applicable law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each Lender with a participation in any Letters of Credit then outstanding, a security interest in such cash collateral to secure all of the Letter of Credit Obligations. Any such cash collateral shall be made available by Agent to L/C Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters of Credit and any feesFees, Charges and reasonable expenses of L/C Issuers with respect to such Letters of Credit and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, shall be applied to repay any other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been satisfied and paid in full, the balance, if any, of such cash collateral shall be (subject to any rights of third parties and except as otherwise directed by a court of competent jurisdiction) returned to Borrower. Borrower shall from time to time execute and deliver to Agent such further documents and instruments as Agent may request with respect to such cash collateral.