Common use of Additional Remedies Clause in Contracts

Additional Remedies. Upon the occurrence and during the continuance of any Event of Default, (a) if any Obligor or any of its Subsidiaries shall be in default under a Material Agreement, the Lenders shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documents.

Additional Remedies. Upon In addition to any rights or remedies hereinbefore or hereinafter conferred upon Landlord under the occurrence terms of this Lease, the following remedies and during provisions shall specifically apply in the continuance of any Event of Default, (a) if any Obligor or any of its Subsidiaries shall be event Tenant is in default under a Material Agreementof this Lease: 19.2.1 In all events, any receiver or trustee in bankruptcy shall either expressly assume or reject this Lease within sixty (60) days following the Lenders shall have the right (but not the obligation) to cause the default entry of an “Order for Relief or defaults under within such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, earlier time as may be necessary to prevent provided by applicable law. 19.2.2 In the event of an assumption of this Lease by a debtor or by a trustee, such debtor or trustee shall within fifteen (15) days after such assumption (i) cure any default or provide adequate assurance that defaults will be promptly cured; (ii) compensate Landlord for actual pecuniary loss or provide adequate assurance that compensation will be made for actual monetary loss, including, but not limited to, all attorneys’ fees and costs incurred by Landlord resulting from any such proceedings; and (biii) without limiting provide adequate assurance of future performance. 19.2.3 Where a default exists under this Lease, the foregoingtrustee or debtor assuming this Lease may not require Landlord to provide services or supplies incidental to this Lease before its assumption by such trustee or debtor, upon any unless Landlord is compensated under the terms of this Lease for such defaultservices and supplies provided before the assumption of such Lease. 19.2.4 The debtor or trustee may only assign this Lease if (i) it is assumed and the assignee agrees to be bound by this Lease, each Obligor shall promptly execute(ii) adequate assurance of future performance by the assignee is provided, acknowledge whether or not there has been a default under this Lease, and deliver (iii) the debtor or trustee has received Landlord’s prior written consent pursuant to the Lenders such instruments as may reasonably be required provisions of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lendersthis Lease. Any amounts consideration paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds assignee in excess of the Commitments rental reserved in this Lease shall be the sole property of, and paid to, Landlord. 19.2.5 Landlord shall be entitled to pay the fair market value for the Premises and the services provided by Landlord (but in no event less than the rental reserved in this Lease) subsequent to the commencement of a bankruptcy event. 19.2.6 Any security deposit given by Tenant to Landlord to secure the future performance by Tenant of all amounts necessary or any of the terms and conditions of this Lease shall be automatically transferred to Landlord upon the entry of an “Order of Relief.” 19.2.7 The parties agree that Landlord is entitled to adequate assurance of future performance of the terms and provisions of this Lease in the event of an assignment under the Sanofi Documents provisions of the Bankruptcy Code. For purposes of any such assumption or assignment of this Lease, the parties agree that the term “adequate assurance” shall include, without limitation, at least the following: (i) any proposed assignee must have, as demonstrated to Landlord’s satisfaction, a net worth (as defined in order accordance with generally accepted accounting principles consistently applied) in an amount sufficient to release Sanofiassure that the proposed assignee will have the resources to meet the financial responsibilities under this Lease, including the payment of all Rent; the financial condition and resources of Tenant are material inducements to Landlord entering into this Lease; (ii) any proposed assignee must have engaged in the Use described in Section 1.2 for at least five (5) years prior to any such proposed assignment, the parties hereby acknowledging that in entering into this Lease, Landlord considered extensively Tenant’s lien permitted use and determined that such permitted business would add substantially to the tenant balance in the Premises, and were it not for Tenant’s agreement to operate only Tenant’s permitted business on the Mortgaged Premises, Landlord would not have entered into this Lease, and that Landlord’s operation of the Premises will be materially impaired if a trustee in bankruptcy or any assignee of this Lease operates any business other than Tenant’s permitted business; (iii) any assumption of this Lease by a proposed assignee shall not adversely affect Landlord’s relationship with any of the remaining tenants in the building in which the Premises are located, taking into consideration any and all other “use” clauses and/or “exclusivity” clauses which may then exist under their leases with Landlord; and (iv) any proposed assignee must not be engaged in any business or activity which it will conduct on the Premises and which will subject the Premises to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced contamination by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan DocumentsHazardous Materials.

Additional Remedies. Upon In addition to any rights and remedies Bank may otherwise have under this Agreement, if (i) any Trigger Event shall have occurred, Bank may in its discretion by notice to Parent, declare the occurrence obligation of Bank to issue any Letter of Credit to be terminated, whereupon the obligation of Bank to issue any Letter of Credit shall forthwith terminate, and (ii) any Event of Default shall have occurred and is then continuing, Bank may make demand upon Parent to, and forthwith upon such demand the Borrowers will pay to Bank in same day funds at Bank’s office designated in such demand, for deposit in a special, interest bearing Cash Collateral Account to be maintained at such office of Bank, an amount equal to the maximum amount then available to be drawn under any Letter of Credit. The Cash Collateral Account shall be in the name of Parent, but under the sole dominion and control of Bank, and shall be held and disbursed as follows: (A) Bank may from time to time invest funds on deposit in the Cash Collateral Account, reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such investments, and all such investments and reinvestments shall, for purposes of this Agreement, constitute part of the funds held in the Cash Collateral Account. (B) If at any time Bank determines that any funds held in the Cash Collateral Account are subject to any right or claim of any Person other than claims arising under this Agreement and/or that the total amount of such funds is less than the maximum amount at such time available to be drawn under the Letters of Credit, the Borrowers will, forthwith upon demand by Bank, pay to Bank, as additional funds to be deposited and held in the Cash Collateral Account, an amount equal to the excess of (i) such maximum amount at such time available to be drawn under the Letters of Credit over (ii) the total amount of funds, if any, then held in the Cash Collateral Account which Bank determines to be free and clear of any such right and claim. (C) Parent and each Borrower hereby assigns, transfers and sets over, and grants to Bank a Lien on and upon, the Cash Collateral Account, including all funds held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the Obligations. Parent and each Borrower agrees that, to the extent notice of sale of any securities shall be required by Law, at least ten (10) Business Days’ Notice to Parent of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Bank may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it will so adjourned. (D) Bank (i) will apply funds from time to time held in the Cash Collateral Account to the payment of any Reimbursement Obligation then due and payable, and (ii) after acceleration of the Obligations, may apply such funds to the payment of any other Obligation. (E) Neither Parent, nor any Borrower nor any Person claiming on behalf of or through Parent or any Borrower shall have any right to withdraw any of the funds held in the Cash Collateral Account after and during the continuance of any Event of Default, (a) if any Obligor . Promptly after all such Defaults have been waived in writing by Bank or any of its Subsidiaries shall be in default under a Material Agreement, the Lenders otherwise shall have the right (but not the obligation) ceased to cause the default exist, or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any after all Letters of Credit have been surrendered for cancellation and all rights of such Obligor or SubsidiaryReimbursement Obligations in respect thereof have been paid in full, as Bank shall refund to Parent all amounts in the case may beCash Collateral Account, thereunderand earnings thereon, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if extent not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added previously applied to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan DocumentsObligations.

Additional Remedies. Upon the occurrence and during the continuance of any after an Event of Default, Secured Party shall have the following rights and remedies: (ai) Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if Secured Party were the sole and absolute owner thereof (and Grantor agrees to take all such action as may be appropriate to give effect to such right); (ii) The right to the extent permitted by law to enter upon any Obligor place or places where the Collateral is located and kept, without any obligation to pay rent to Grantor or others, through self-help and without judicial process, without first obtaining a final judgment or giving Grantor notice and opportunity for a hearing on the validity of Secured Party’s claim, and remove the Collateral therefrom to the premises of Secured Party or any agent of Secured Party, for such time as Secured Party may desire in order to effectively collect or liquidate the Collateral. At Secured Party’s request Grantor shall assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party, in its Subsidiaries shall sole discretion. (iii) The right to sell or otherwise dispose of all or any Collateral in its then condition, or after any further manufacturing or processing thereof at public or private sale or sales, with such notice as may be required by law, in default under a Material Agreementlots or in bulk, the Lenders for cash or on credit, all as Secured Party, in its sole discretion, may deem advisable; such sales may be adjourned from time to time with or without notice. Secured Party shall have the right to conduct such sales on Grantor’s premises or elsewhere and shall have the right to use Grantor’s premises without charge for such sales for such time or times as Secured Party may see fit. Secured Party is hereby granted a license or other right to use, without charge, Grantor’s labels, patents, copyrights, rights of use of any matter, or any property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral and Grantor’s rights under all licenses and all franchise agreements shall inure to Secured Party’s benefit. Secured Party may purchase all or any part of the Collateral at public or, if permitted by law, private, sale and, in lieu of actual payment of such purchase price, may setoff the amount of such price against the Obligations. The proceeds realized from the sale of any Collateral shall be applied first to the reasonable costs, expenses and attorney’s fees and expenses incurred by Secured Party for collection and for acquisition, completion, protection, removal, storage, sale and delivery of the Collateral; second to interest due upon any of the Obligations; and third to the principal of the Obligations. If any deficiency shall arise, Grantor shall remain liable to Secured Party therefor. If any excess shall arise, it shall be paid over to Grantor. In the exercise of any such remedies, the Secured Party may sell the Collateral as a unit even though the sales price thereof may be in excess of the amount remaining unpaid on the Obligations. In addition to all other sums due the Secured Party hereunder, the Grantor shall pay the Secured Party all reasonable costs and expenses incurred by the Secured Party, including reasonable attorneys’ fees and court costs, in obtaining, liquidating or enforcing payment of Collateral or the Obligations or in the prosecution or defense of any action or proceeding by or against the Secured Party or any the Grantor concerning any matter arising out of or connected with this Agreement, the Collateral, the Credit Documents or any other document, agreement or instrument between the Grantor and one or more of the Secured Party, including, without limitation, any of the foregoing arising in, arising under or related to a case under the United States Bankruptcy Code (but or any successor statute). (iv) The Secured Party shall not be obligated to make any sale or other disposition of the obligation) to Collateral regardless of notice having been given. The Grantor hereby waives all of its rights of redemption from any such sale. The Secured Party may postpone or cause the default postponement of the sale of all or defaults under any portion of the Collateral by announcement at the time and place of such Material Agreement sale, and such sale may, without further notice, be made at the time and place to which the sale was postponed or the Secured Party may further postpone such sale by announcement made at such time and place. In the event any of the Collateral shall constitute restricted securities within the meaning of any applicable securities laws, any disposition thereof in compliance with such laws shall not render the disposition commercially unreasonable. The Secured Party has no obligation to prepare the Collateral for sale. The Secured Party may sell or otherwise dispose of the Collateral without giving any warranties as to the Collateral or any part thereof, including disclaimers of any warranties of title as the like, and the Grantor acknowledges and agrees that the absence of such warranties shall not render the disposition commercially unreasonable. (v) Secured Party shall have the right immediately, and without notice or other action, to set-off against any of Grantor’s Obligations to Secured Party, any monies or other property due to or held on deposit for Grantor. This right of set-off shall apply to all accounts whether they are regular or special, trustee or escrow, controlled by either Grantor or Secured Party, created for a mutual purpose, or otherwise. Secured Party shall be remedied deemed to have exercised such right of set-off and to have made a charge against any such money immediately upon the occurrence of any such Event of Default, even though the actual book entries may be made at some time subsequent thereto. (including without limitation by paying any unpaid amount thereundervi) and otherwise exercise The right to take any and all rights of such Obligor action or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material actions provided for in this Agreement or permit the Lenders Guarantee. The provisions of this Agreement shall be in addition to those of any other notes, or any mortgage, security agreement or other instrument executed by Grantor, all of which shall be construed as one instrument. (vii) The right to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action as Secured Party may at law or in equity be added entitled to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentstake.

Additional Remedies. Upon If any such Tenant Default occurs, Landlord may utilize the occurrence remedy described in California Civil Code Section 1951.4 (which provides landlord may continue the lease in effect after a tenant’s breach and abandonment and recover Rent as it becomes due, if tenant has the right to sublet or assign subject to reasonable limitations). Accordingly, in the event of any Tenant Default and abandonment of the Premises by Tenant, if Landlord does not elect to terminate this Lease on account of such Tenant Default, then Landlord may from time-to-time, without terminating this Lease, enforce all of its rights and remedies under this Lease, including the right to recover all Rent as it becomes due. In the event of the Abandonment of the Premises by Tenant or in the event that Landlord utilizes the remedy described in this Section 25.3 above or shall take possession of the Premises pursuant to legal proceeding or pursuant to any notice provided by Law, then if Landlord does not elect to terminate this Lease as provided above, Landlord may from time to time, without terminating this Lease, either recover all Rent as it becomes due or relet the Premises or any part thereof for the Term of this Lease on terms and conditions as Landlord in its sole discretion may deem advisable with the right to make alterations and repairs to the Premises. If Landlord shall elect to so relet, such reletting shall not relieve Tenant of any obligation hereunder, except that the rents received by Landlord from such reletting shall be applied as follows: (a) first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord; (b) second, to the payment of any cost of such reletting; (c) third, to the payment of the cost of any alterations and repairs to the Premises; (d) fourth, to the payment of Rent due and unpaid hereunder and (e) the residue, if any, shall be held by Landlord and applied to payment of future Rent as the same may become due and payable hereunder. Should that portion of such rents received from such reletting during any month, which is applied to the payment of Rent hereunder, be less than the Rent payable during that month by Tenant hereunder, then Tenant shall pay such deficiency to Landlord immediately upon demand therefor by Landlord. Such deficiency shall be calculated and paid monthly. Tenant shall also pay to Landlord, as soon as ascertained, any costs and expenses, including attorneys’ fees, incurred by Landlord in such reletting or in making such alterations and repairs not covered by the rents received from such reletting. During the continuance of any Event of a Tenant Default, (a) if any Obligor or any of its Subsidiaries shall be in default under a Material Agreement, the Lenders Landlord shall have the right (but not to market the obligation) Premises to cause potential new tenants and may show the default or defaults under Premises to such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and potential new tenants during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentsnormal business hours.

Additional Remedies. Upon the occurrence In addition to, and during the continuance not in lieu of any Event of Defaultthe foregoing rights granted to Landlord provided Landlord provides an additional notice to Tenant specifying that it will be exercising its rights under this Article 22(f): WHEN THIS LEASE OR TENANT’S RIGHT OF POSSESSION SHALL BE TERMINATED BY COVENANT OR CONDITION BROKEN, (a) if OR FOR ANY OTHER REASON, EITHER DURING THE TERM OF THIS LEASE OR ANY RENEWAL OR EXTENSION THEREOF, AND ALSO WHEN AND AS SOON AS THE TERM HEREBY CREATED OR ANY EXTENSION THEREOF SHALL HAVE EXPIRED, IT SHALL BE LAWFUL FOR ANY ATTORNEY AS ATTORNEY FOR TENANT TO FILE AN AGREEMENT FOR ENTERING IN ANY COMPETENT COURT AN ACTION TO CONFESS JUDGMENT IN EJECTMENT AGAINST TENANT AND ALL PERSONS CLAIMING UNDER TENANT, WHEREUPON, IF LANDLORD SO DESIRES, A WRIT OF EXECUTION OR OF POSSESSION MAY ISSUE FORTHWITH, WITHOUT ANY PRIOR WRIT OF PROCEEDINGS, WHATSOEVER, AND PROVIDED THAT IF FOR ANY REASON AFTER SUCH ACTION SHALL HAVE BEEN COMMENCED THE SAME SHALL BE DETERMINED AND THE POSSESSION OF THE PREMISES HEREBY DEMISED REMAIN IN OR BE. RESTORED TO TENANT, LANDLORD SHALL HAVE THE RIGHT UPON ANY SUBSEQUENT DEFAULT OR DEFAULTS, OR UPON THE TERMINATION OF THIS LEASE AS HEREINBEFORE SET FORTH, TO BRING ONE OR MORE ACTION OR ACTIONS AS HEREINBEFORE SET FORTH TO RECOVER POSSESSION OF THE SAID PREMISES. In any Obligor action to confess judgment in ejectment, Landlord shall first cause to be filed in such action an affidavit made by it or any someone acting for it setting forth the facts necessary to authorize the entry of its Subsidiaries judgment, of which facts such affidavit shall be conclusive evidence, and if a true copy of this Lease (and of the truth of the copy such affidavit shall be sufficient evidence) be filed in default under a Material Agreementsuch action, the Lenders it shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent file the original as a warrant of attorney, any rule of Court, custom or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver practice to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentscontrary notwithstanding.

Additional Remedies. Upon (a) The rights and remedies granted to Pledgee herein will be in addition to all the rights, powers and remedies of Pledgee under the Delaware Commercial Code or otherwise under applicable law or equity and such rights, powers and remedies will be exercisable by Pledgee with respect to the Collateral. Each Pledgor agrees that Pledgee’s reasonable expenses of holding the Collateral, preparing it for resale or other disposition, and selling or otherwise disposing of the Collateral, including reasonable attorneys’ fees and other legal expenses, will be deducted from the proceeds of any sale or other disposition and will be included in the amounts Pledgors must tender to redeem the Collateral. Any forbearance or failure or delay by Pledgee in exercising any right, power or remedy hereunder will not be deemed to be a waiver of any such right, power or remedy and any single or partial exercise of any such right, power or remedy hereunder will not preclude the further exercise thereof. Until all principal and interest under the Note has been fully paid, the power of sale and all other rights, powers and remedies granted to Pledgee hereunder shall continue to exist and may be exercised by Pledgee at any time and from time to time irrespective of the fact that any or all of the obligations under the Note may have become barred by any statute of limitations. (b) Notwithstanding anything to the contrary contained herein, all remedies afforded to Pledgee, other than as expressly provided in Section 6 below, shall be exclusively limited to foreclosure against the Collateral or an action for specific performance or any other appropriate action or proceeding to enforce the security interest granted pursuant to this Agreement and to realize upon the Collateral. Pledgee shall not enforce any of Pledgor’s obligations under this Agreement by any action or proceeding wherein a money judgment may be sought against such Pledgor. For purposes of clarification, in no event shall either Pledgor be liable for any deficiency to the extent that the value of the Collateral, and/or the proceeds received in liquidation thereof, is less than the amounts owed by the Borrower to Pledgee. (c) Pledgors agree to the maximum extent permitted by requirements of law, that following the occurrence and during the continuance of any Event of Default, (a) if any Obligor or any of its Subsidiaries shall be in default under a Material Agreement, the Lenders shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds Default, they will not at any time plead, claim or take the benefit of any appraisal, valuation, stay, extension, moratorium or redemption law now or hereafter in excess of the Commitments to pay all amounts necessary under the Sanofi Documents force in order to release Sanofi’s lien on prevent or delay the Mortgaged Premises enforcement of this Agreement, or the absolute sale of the whole or any part of the Collateral or the possession thereof by any purchaser at any sale hereunder, and Xxxxxxxx waive the benefit of all such laws to terminate the S/I Deed extent they lawfully may do so. Pledgors agree that they will promptly cooperate and not interfere with any right, power or remedy of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney Pledgee provided for in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Administrative Agent Pledgee of any one or any Lender on behalf more of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentssuch rights, powers or remedies.

Additional Remedies. Upon the occurrence and during the continuance of any Event Lessee default that is not cured Lessor may, subject to the terms of Default, (aSections 14(a) if any Obligor or any of its Subsidiaries shall be in default under a Material Agreement, the Lenders shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) and Section 23: (i) enter upon the affected Site(s) without limiting being liable for prosecution or any claims of damages of such entry, and do whatever Lessee is obligated to do under the terms of this Lease or any individual Site Schedule to correct the default, (ii) remove any or all of Lessee's equipment therefrom at the expense of Lessee, or (iii) disconnect Lessee's equipment. Notwithstanding the foregoing, if Lessor in its sole discretion determines there exists an emergency with respect to any Site, Lessor may enter upon the affected Site without being required to first provide Lessee any notice thereof or opportunity to cure. In such defaultevent, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments Lessor will provide Lessee notice thereof as may soon as is reasonably be required of such Obligor to permit the Lenders to cure any default practical under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revokedcircumstances. All amounts advanced by costs in exercising such remedies (including the Administrative Agent or costs of any Lender on behalf of the Administrative Agent repairs required due to such removal) pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be at the expense of Lessee, which costs shall be reimbursed to Lessor upon receipt of an invoice(s). Lessee agrees to reimburse Lessor on demand for any expenses that Lessor may incur in effecting compliance with Lessee's obligations hereunder or any Site Schedule in this manner, and Lessee further agrees that Lessor shall not be liable for any damages resulting from such action (other than with respect to Lessor's gross negligence or willful misconduct). No action by Lessor pursuant to this Section shall be construed as an election on Lessor's part to terminate any individual Site Schedule, unless a “Term Loan” for purposes written notice of this Agreement such intention is given to Lessee, and the other Loan DocumentsLessee's obligation to pay any sums payable hereunder shall not be terminated or suspended.

Additional Remedies. Upon the occurrence and during the continuance of any an Event of Default, Mortgagee may forthwith, and without notice or demand, exercise any of the following rights and remedies in addition to any of the rights and remedies provided herein or in any other Loan Documents or such rights or remedies otherwise available to Mortgagee by law or in equity, without further stay, any law, usage or custom to the contrary notwithstanding, each of which may be pursued concurrently or otherwise, at such time and in such order as Mortgagee may determine, in its sole discretion, without impairing or otherwise affecting the other rights and remedies of Mortgagee: (a) Mortgagee may enter into or upon the Real Property, either personally or by its agents, nominees or attorneys and dispossess Mortgagor and its agents and servants therefrom, and thereupon Mortgagee may (A) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the Mortgaged Property and conduct the business thereat, (B) complete any construction on the Mortgaged Property in such manner and form as Mortgagee deems advisable, (C) make alterations, additions, renewals, replacements and improvements to or on the Mortgaged Property, (D) exercise all rights and powers of Mortgagor with respect to the Mortgaged Property, whether in the name of Mortgagor or otherwise, including, without limitation, the right to make, cancel, enforce or modify leases, obtain and evict tenants and demand, xxx for, collect and receive all earnings, revenues, rents, issues, profits and other income of the Mortgaged Property and every part thereof and (E) apply the receipts from the Mortgaged Property to the payment of the Indebtedness, after deducting therefrom all expenses (including reasonable attorneys’ fees and expenses) incurred in connection with the aforesaid operations and all amounts necessary to pay the taxes, assessments, insurance and other charges in connection with the Mortgaged Property, as well as just and reasonable compensation for the services of Mortgagee and its counsel, agents and employees. (b) Mortgagee may institute, notwithstanding the provisions of any law to the contrary, any appropriate action or proceeding to foreclose this Mortgage as if any Obligor and all redemption periods had fully expired, and may proceed therein to judgment and execution for all sums secured by this Mortgage. (c) Mortgagee may, with or without entry, to the extent permitted and pursuant to the procedures provided by applicable law, institute proceedings for the partial foreclosure of this Mortgage for the portion of the Indebtedness then due and payable, subject to the continuing lien of this Mortgage for the balance of the Indebtedness not then due. (d) Mortgagee may, to the extent legally permitted, sell for cash or upon credit the Mortgaged Property or any part thereof and all or any part of any estate, claim, demand, right, title and interest of Mortgagor therein and rights of redemption thereof, pursuant to power of sale or otherwise, at one or more sales, as an entirety or in parcels, at such time and place, upon such terms and after such notice thereof as may be required or permitted by law, and in the event of a sale, by foreclosure or otherwise, of less than all of the Mortgaged Property, this Mortgage shall continue as a lien on the remaining portion of or estate in the Mortgaged Property. (e) Mortgagee may institute an action, suit or proceeding in equity for the specific performance of any covenant, condition or agreement contained herein or in the Note or any other Loan Document. (f) Mortgagee may recover judgment on the Note or any Guaranty either before, during or after any proceedings for the enforcement of this Mortgage. (g) Mortgagee, in its Subsidiaries sole discretion, shall be in default entitled to the appointment of a receiver of the Mortgaged Property, without notice, to the extent not prohibited by applicable law, with power to collect the Rents as a matter of right and without notice, to the extent not prohibited by applicable law, with power to collect the Rents due and coming due at any time, including, without limitation, during the pendency of any foreclosure suit or other proceeding or under a Material Agreementjudgment obtained under the Note or hereunder, without regard to the value or the condition of the Mortgaged Property, the Lenders solvency of the Mortgagor, the actual or threatened waste to any part of the Mortgaged Property, or any other person liable for the debt secured hereby, and regardless of whether Mortgagee has an adequate remedy at law. Said receiver may rent the Mortgaged Property, or any part thereof, for such term or terms and on such other terms and conditions as said receiver may see fit, collect all rentals (which term shall also include sums payable for use and occupation) and, after deducting all costs of collection and administration expense, apply the net rentals to the payment of taxes, water and sewer rents, other lienable charges and claims, insurance premiums and all other carrying charges, and to the maintenance, repair or restoration of the Mortgaged Property, or in reduction of the principal or interest, or both, hereby secured, in such order and amounts as said receiver may elect. Mortgagor, for itself and its successors and assigns, hereby waives any and all defense to the application for a receiver and hereby consents to such appointment. The expenses, including receiver’s fees, counsel fees, costs and agent’s compensation, incurred in connection with the exercise of the powers herein contained shall be secured by this Mortgage. (h) Mortgagee may exercise any or all of the remedies available to a secured party under the Uniform Commercial Code. (i) Mortgagee shall have the right to set off all or any part of any amount due by Mortgagor to Mortgagee under the Note, this Mortgage or otherwise, against any indebtedness, liabilities or obligations owing by Mortgagee for any reason and in any capacity to Mortgagor including any obligation to disburse to Mortgagor or its designee, any funds or other property on deposit with or otherwise in the possession, control or custody of Mortgagee. (but not the obligationj) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise Mortgagee may exercise any other rights and all rights remedies available at law or in equity. (k) The purchase money proceeds or avails of such Obligor any sale made under or Subsidiaryby virtue of this Paragraph 13, together with any other sums which then may be held by Mortgagee under this Mortgage, whether under the provisions of this Paragraph 13 or otherwise, shall be applied, to the extent permitted by applicable law, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documents.follows:

Additional Remedies. Upon In addition to any rights and remedies Bank may otherwise have under this Agreement, if (i) any Default shall have occurred, Bank may in its discretion by notice to Borrower, declare the occurrence obligation of Bank to issue any Letter of Credit to be terminated, whereupon the obligation of Bank to issue any Letter of Credit shall forthwith terminate, and (ii) any Event of Default shall have occurred, Bank may make demand upon Borrower to, and forthwith upon such demand Borrower will pay to Bank in same day funds at Bank's office designated in such demand, for deposit in a special Cash Collateral Account to be maintained at such office of Bank, an amount equal to the maximum amount then available to be drawn under any Letter of Credit. The Cash Collateral Account shall be in the name of Borrower, but under the sole dominion and control of Bank, and shall be held and disbursed as follows: (A) Bank may from time to time invest funds on deposit in the Cash Collateral Account, reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such investments, and all such investments and reinvestments shall, for purposes of this Agreement, constitute part of the funds held in the Cash Collateral Account. (B) If at any time Bank determines that any funds held in the Cash Collateral Account are subject to any right or claim of any Person other than claims arising under this Agreement and/or that the total amount of such funds is less than the maximum amount at such time available to be drawn under the Letters of Credit, Borrower will, forthwith upon demand by Bank, pay to Bank, as additional funds to be deposited and held in the Cash Collateral Account, an amount equal to the excess of (i) such maximum amount at such time available to be drawn under the Letters of Credit over (ii) the total amount of funds, if any, then held in the Cash Collateral Account which Bank determines to be free and clear of any such right and claim. (C) Borrower hereby assigns, transfers and sets over, and grants to Bank a Lien on and upon, the Cash Collateral Account, including all funds held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the Obligations. Borrower agrees that, to the extent notice of sale of any securities shall be required by Law, at least five Business Days' Notice to Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Bank may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it will so adjourned. (D) Bank may, at any time or from time to time, apply funds from time to time held in the Cash Collateral Account to the payment of (i) any Reimbursement Obligation, or (ii) any other Obligation. (E) Neither Borrower nor any Person claiming on behalf of or through Borrower shall have any right to withdraw any of the funds held in the Cash Collateral Account after and during the continuance of any Event of Default, (a) if any Obligor or any of its Subsidiaries shall be in default under a Material Agreement, the Lenders shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documents.

Additional Remedies. (a) Upon the occurrence and during the continuance of any Event of Default, subject to the requirements and limitations of applicable law, Lender or Trustee may take such action, without notice or demand, as it deems advisable to protect and enforce its rights against Borrower and in and to the Trust Property by Lender itself or through Trustee or otherwise, including, without limitation, the following actions, each of which may be pursued concurrently or otherwise, at such time and in such order as Lender may determine, in its sole discretion, without impairing or otherwise affecting the other rights and remedies of Lender: (ai) if any Obligor declare the entire Debt to be immediately due and payable; (ii) institute a proceeding or proceedings, judicial or nonjudicial, by advertisement or otherwise, for the complete foreclosure of this Deed of Trust in which case the Trust Property or any interest therein may be sold for cash or upon credit in one or more parcels or in several interests or portions and in any order or manner; (iii) with or without entry, to the extent permitted and pursuant to the procedures provided by applicable law, institute proceedings for the partial foreclosure of this Deed of Trust for the portion of the Debt then due and payable, subject to the continuing lien of this Deed of Trust for the balance of the Debt not then due; (iv) sell for cash or upon credit the Trust Property or any part thereof and all estate, claim, demand, right, title and interest of Borrower therein and rights of redemption thereof, pursuant to the power of sale contained herein or otherwise, at one or more sales, as an entirety or in parcels, at such time and place, upon such terms and after such notice thereof as may be required or permitted by law; (v) institute an action, suit or proceeding in equity for the specific performance of any covenant, condition or agreement contained herein, or in any of the other Loan Documents; (vi) recover judgment on the Note either before, during or after any proceedings for the enforcement of this Deed of Trust; (vii) apply for the appointment of a trustee, receiver, liquidator or conservator of the Trust Property, without notice and without regard for the adequacy of the security for the Debt and without regard for the solvency of the Borrower, any Guarantor or of any person, firm or other entity liable for the payment of the Debt; (viii) enforce Lender's interest in the Leases and Rents and enter into or upon the Trust Property, either personally or by its Subsidiaries shall be agents, nominees or attorneys and dispossess Borrower and its agents and servants therefrom, and thereupon Lender may (A) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the Trust Property and conduct the business thereat; (B) complete any construction on the Trust Property in such manner and form as Lender deems advisable; (C) make alterations, additions, renewals, replacements and improvements to or on the Trust Property; (D) exercise all rights and powers of Borrower with respect to the Trust Property, whether in the name of Borrower or otherwise, including, without limitation, the right to make, cancel, enforce or modify Leases, obtain and evict tenants, and demand, sue for, collect and receive all Rents; and (E) apply the receipts from the Trust Property to the payment of the Debt, after deducting therefrom all expenses (including reasonable attorneys' fees and disbursements) incurred in connection with the aforesaid operations and all amounts necessary to pay the taxes, assessments insurance and other charges in connection with the Trust Property, as well as just and reasonable compensation for the services of Lender, its counsel, agents and employees; (ix) require Borrower to pay monthly in advance to Lender, or any receiver appointed to collect the Rents, the fair and reasonable rental value for the use and occupation of any portion of the Trust Property occupied by Borrower and require Borrower to vacate and surrender possession to Lender of the Trust Property or to such receiver and, in default thereof, evict Borrower by summary proceedings or otherwise; or (x) pursue such other rights and remedies as may be available at law or in equity or under a Material Agreement, the Lenders shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (Uniform Commercial Code including without limitation the right to receive and/or establish a lock box for all Rents proceeds from the Intangibles and any other receivables or rights to payments of Borrower relating to the Trust Property. In the event of a sale, by paying foreclosure or otherwise, of less than all of the Trust Property, this Deed of Trust shall continue as a lien on the remaining portion of the Trust Property. (b) The proceeds of any unpaid amount thereundersale made under or by virtue of this paragraph, together with any other sums which then may be held by Lender under this Deed of Trust, whether under the provisions of this paragraph or otherwise, shall be applied by Lender to the payment of the Debt in such priority and proportion as Lender in its sole discretion shall deem proper. (c) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, Except as may be necessary prohibited by applicable law, Lender may adjourn from time to prevent time any sale by it to be made under or cure by virtue of this Deed of Trust by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by any default applicable provision of law, Lender or Trustee, without further notice or publication, may make such sale at the time and place to which the same shall be so adjourned. (bd) without limiting Upon the foregoingcompletion of any sale or sales pursuant hereto, upon Lender, or an officer of any such defaultcourt empowered to do so, each Obligor shall promptly execute, acknowledge execute and deliver to the Lenders such instruments as may reasonably be required of such Obligor accepted purchaser or purchasers a good and sufficient instrument, or good and sufficient instruments, conveying, assigning and transferring all estate, right, title and interest in and to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default property and preserve the interests of the Lendersrights sold. Any amounts paid by the Lenders pursuant to Lender and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is Trustee are hereby irrevocably made, constituted and appointed the true and lawful attorney of Borrower, in its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Trust Property and rights so sold and for that purpose Lender and Trustee may execute all necessary instruments of conveyance, assignment and transfer, and may substitute one or more persons with like power, Borrower hereby ratifying and confirming all that its said attorney or such substitute or substitutes shall lawfully do by virtue hereof. Except as may be prohibited by applicable law, any sale or sales made under or by virtue of this paragraph, whether made under the other Obligors (without requiring any of them to act as such) with full power of substitution after sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, shall operate to divest all the occurrence estate, right, title, interest, claim and during the continuance demand whatsoever, whether at law or in equity, of an Event of Default to advance funds Borrower in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust properties and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan rights so sold, and shall be a “Term Loan” for purposes perpetual bar both at law and in equity against Borrower and against any and all persons claiming or who may claim the same, or any part thereof from, through or under Borrower. (e) Upon any sale made under or by virtue of this Agreement paragraph, whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, Lender may bid for and acquire the Trust Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the Debt the net sales price after deducting therefrom the expenses of the sale and costs of the action and any other sums which Lender is authorized to deduct under this Deed of Trust. (f) Except as may be prohibited by applicable law, no recovery of any judgment by Lender and no levy of an execution under any judgment upon the Trust Property or upon any other property of Borrower shall affect in any manner or to any extent the lien of this Deed of Trust upon the Trust Property or any part thereof, or any liens, rights, powers or remedies of Lender hereunder, but such liens, rights, powers and remedies of Lender shall continue unimpaired as before. (g) Lender may terminate or rescind any proceeding or other action brought in connection with its exercise of the remedies provided in this paragraph at any time before the conclusion thereof, as determined in Lender's sole discretion and without prejudice to Lender. (h) Lender may resort to any remedies and the security given by the Note, this Deed of Trust or the Loan Documents in whole or in part, and in such portions and in such order as determined by Lender's sole discretion. Except as may be prohibited by applicable law, no such action shall in any way be considered a waiver of any rights, benefits or remedies evidenced or provided by the Note, this Deed of Trust or any of the other Loan Documents. The failure of Lender or Trustee to exercise any right, remedy or option provided in the Note, this Deed of Trust or any of the other Loan Documents shall not be deemed a waiver of such right, remedy or option or of any covenant or obligation secured by the Note, this Deed of Trust or the other Loan Documents. No acceptance by Lender of any payment after the occurrence of any Event of Default and no payment by Lender of any obligation for which Borrower is liable hereunder shall be deemed to waive or cure any Event of Default with respect to Borrower, or Borrower's liability to pay such obligation. Except as may be prohibited by applicable law, no sale of all or any portion of the Trust Property, no forbearance on the part of Lender or Trustee, and no extension of time for the payment of the whole or any portion of the Debt or any other indulgence given by Lender or Trustee to Borrower, shall operate to release or in any manner affect the interest of Lender in the remaining Trust Property or the liability of Borrower to pay the Debt. No waiver by Lender or Trustee shall be effective unless it is in writing and then only to the extent specifically stated. All costs and expenses of Lender and Trustee in exercising the rights and remedies under this paragraph 26 (including reasonable attorneys' fees and disbursements to the extent permitted by law), shall be paid by Borrower immediately upon notice from Lender or Trustee, with interest at the Default Rate for the period after notice from Lender or Trustee and such costs and expenses shall constitute a portion of the Debt and shall be secured by this Deed of Trust. (i) The interests and rights of Lender under the Note, this Deed of Trust or in any of the other Loan Documents shall not be impaired by any indulgence, including (i) any renewal, extension or modification which Lender may grant with respect to any of the Debt, (ii) any surrender, compromise, release, renewal, extension, exchange or substitution which Lender may grant with respect to the Trust Property or any portion thereof; or (iii) any release or indulgence granted to any maker, endorser, Guarantor or surety of any of the Debt.

Additional Remedies. Upon If the occurrence and during Declarant defaults in the continuance performance or observance of any Event covenant, agreement or obligation set forth in this Declaration (including correction of Defaultdeficiencies), and if such default remains uncured by the Declarant for a period of thirty (a30) if any Obligor days or any less (depending upon the requirements of the notice, lesser notice periods being reserved for matters that OHA determines in its Subsidiaries shall be in default under a Material Agreement, the Lenders sole discretion relate to material health or safety needs of Project occupants) after notice thereof shall have been given by OHA, or if such default runs for a period of thirty (30) days from the right (but not date the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or SubsidiaryDeclarant should, as the case may bewith due diligence, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any have discovered such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as then OHA may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of declare an Event of Default to advance funds have occurred hereunder provided, however, if a default is not reasonably capable of being cured within thirty (30) days or any lesser notice period provided by OHA, OHA may, in excess its sole discretion, extend the correction period for up to six (6) months, but only if OHA determines in its sole discretion there is good cause for granting the extension; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than thirty (30) days from the earlier of the Commitments date the successor obtains control or becomes the owner of the Project. To the extent that the default is not corrected within the above-described period including extensions, if any, granted by OHA, an Event of Default shall be deemed to pay occur and OHA i. By mandamus or other suit, action or proceeding at law or in equity, require Declarant specifically to perform its obligations under this Declaration or enjoin any acts or things that may be unlawful or in violation of the rights of OHA under this Declaration; ii. Obtain the appointment of a receiver to operate the Project in compliance with this Declaration; iii. Withhold from Declarant, suspend or terminate, or (upon thirty (30)-days written demand) require the repayment of all or part of any disbursed Grant funds or other funding assistance provided by OHA to Declarant with respect to the Project; iv. Declare Declarant, its owners, principals, employees, and agents ineligible to receive further OHA funds or other OHA financial assistance, including with respect to other projects or requests for same, for such period as OHA determines in its sole discretion; v. Offset amounts necessary under due from repayment of the Sanofi Documents in order Grant against other funding awarded or to release Sanofi’s lien on be awarded to Declarant; vi. Have access to, and inspect, examine and make copies of, all of the Mortgaged Premises books and records of Declarant pertaining to the Project and to terminate inspect the S/I Deed Project itself; vii. Enter onto the Property and correct Events of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled Default with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added respect to the outstanding principal amount Project at Declarant’s expense, which expense Declarant will repay to OHA within ten (10) days of the Term Loan and shall any presentment of charges for same; and viii. Take such other action under this Declaration, at law, in equity, or otherwise as may be a “Term Loan” for purposes of this Agreement and the other Loan Documentsavailable to OHA.

Additional Remedies. Upon the occurrence and during the continuance of any Event of Default, (a) If an Event of Default has occurred and is continuing, if any Obligor or any of its Subsidiaries Loan Party shall be in default under a Material AgreementContract, the Lenders shall Agent shall, subject to the DIP Orders, have the right (but not the obligation) to cause the default or defaults under such Material Agreement Contract to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or SubsidiaryLoan Party, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without default. Without limiting the foregoing, upon any such default, each Obligor Loan Party shall promptly execute, acknowledge and deliver to the Lenders Agent such instruments as may reasonably be required of such Obligor Loan Party to permit the Lenders Agent to cure any default under the applicable Material Agreement Contract or permit the Lenders Agent to take such other action required to enable the Lenders Agent to cure or remedy the matter in default and preserve the interests of the LendersAgent. Any amounts paid by the Lenders Agent pursuant to and this Section 7.3 shall be payable in accordance with this Section 11.03 shall be payable on demand by the Obligors8.2, shall accrue interest at the Default Rate if not paid on demand when due, and shall constitute “Obligations.”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring b) If any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default exists, subject to advance funds the DIP Orders, the Agent may in excess its discretion (and shall upon written direction of Required Lenders) do any one or more of the Commitments following from time to pay time (in addition to any and all amounts necessary other things as provided elsewhere in this Agreement): (i) terminate, reduce or condition any New Money Loan Commitment; (ii) require the Loan Parties to cash collateralize the Obligations; and (iii) exercise any other rights, remedies, powers and privileges afforded under the Sanofi Facility Documents or any other agreement, pursuant to the applicable DIP Order then in order effect and any other Chapter 11 Order, by law (including under the Bankruptcy Code and other applicable Law), at equity and otherwise, including the rights and remedies of a secured party under the UCC notwithstanding anything contained herein to release Sanofi’s lien on the Mortgaged Premises contrary and to terminate for the S/I Deed avoidance of Trust and doubt, consistent with the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 DIP Orders, under no circumstances shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf take any actions in respect of the Administrative Collateral except in accordance with the DIP Orders. (c) Neither the Agent pursuant nor any other Secured Party shall be required to this Section 11.03 shall automatically and without further action be added make any demand upon, or pursue or exhaust any right or remedy against, any Loan Party or any other Person with respect to the outstanding principal amount payment of the Term Loan Obligations or to pursue or exhaust any right or remedy with respect to any Collateral therefor or any direct or indirect guaranty thereof. All of the rights and remedies of the Agent and any other Secured Party under any Facility Document shall be cumulative, may be exercised individually or concurrently and not exclusive of any other rights or remedies provided by any applicable Law. To the extent it may lawfully do so, each Loan Party absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Agent or any Lender or other Secured Party, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a “Term Loan” surety, now or hereafter existing, arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of any Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 calendar days before such Disposition or other disposition. (d) Subject to the DIP Orders, to the extent that any applicable Law imposes duties on the Agent to exercise remedies in a commercially reasonable manner, each Loan Party acknowledges and agrees that, subject to the Chapter 11 Orders, the Agent shall be deemed to have complied with such duties even if it shall: (i) fail to incur significant costs, expenses or other liabilities reasonably deemed as such by the Agent to prepare any Collateral for purposes disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) fail to obtain permits, or other consents, for access to any Collateral to sell or for the collection or sale of this Agreement any Collateral, or, if not required by other applicable Law, fail to obtain permits or other consents for the collection or disposition of any Collateral; (iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; (iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature or to contact other Persons, whether or not in the same business as any Loan Party, for expressions of interest in acquiring any such Collateral; (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other Loan Documentscollection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature or, to the extent deemed appropriate by the Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; (vi) dispose of assets in wholesale rather than retail markets; (vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or (viii) purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of any Collateral or to provide to the Agent a guaranteed return from the collection or disposition of any Collateral.

Additional Remedies. Upon the occurrence and during the continuance of any default or an Event of Default, (a) if any Obligor or Lender may also exercise any of its Subsidiaries shall be the following remedies. 7.3.1 Lender may demand, collect, and sue for all monies and proceeds due, or to become due, on the Collateral in default under a Material Agreement, either Borrower’s or Lender’s name (at the Lenders shall have latter’s option) with the right (but to enforce, compromise, settle, or discharge any or all of the Collateral. If Xxxxxx takes any action contemplated by this Section with respect to any Collateral, Borrower shall not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders right that Borrower would otherwise have had to take such action with respect to such Collateral. 7.3.2 Lender may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board, or at Lender’s principal office or elsewhere, for cash, on credit or for future delivery, and upon such other action terms as Lender, in its sole and absolute discretion, may deem commercially reasonable. Xxxxxxxx agrees that, to the extent notice of sale shall be required by law, at least thirty (30) days’ notice to enable the Lenders to cure or remedy the matter in default and preserve the interests Borrower of the Lenderstime and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Any amounts paid Lender shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. Lender may adjourn any public or private sale from time to time by announcement at the Lenders pursuant time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Borrower hereby waives any claims against Lender arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Xxxxxx accepts the first offer received and does not offer such Collateral to more than one (1) offeree, and in accordance with this Section 11.03 all events such sale shall be payable on demand by deemed to be commercially reasonable. At any such public or private sale, Lender may be the Obligors, shall accrue interest at purchaser of the Default Rate if not paid on demand and shall constitute “Obligations”Collateral. In furtherance addition, Lender hereby disclaims any warranties relating to title, possession, quiet enjoyment, and the like, which by operation of and in no way limiting the foregoinglaw, each accompany a voluntary disposition of the authorized representatives Collateral. Xxxxxxxx agrees that Xxxxxx’s disclaimer of warranties shall not affect the commercial reasonableness of any disposition of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan DocumentsCollateral.

Additional Remedies. Upon If an Event of Default has occurred and is continuing, in addition to all other rights and remedies of Assignee as set forth under Section 6 hereof, Assignee shall have the following rights and remedies (together with the remedies set forth under Section 6 hereof, the "Assignment Remedies"): (a) Possession and/or Collection of Rent. Assignee, without first being required to (i) foreclose, (ii) take any actions to foreclose, (iii) institute any legal proceedings of any kind whatsoever or (iv) exercise any other actions or remedies hereunder or at law or in equity, shall have the exclusive right and power (but not the obligation) (A) to enter upon and take possession of the Property or any part thereof, (B) to rent or re-rent the same, either in the name of Assignee or Assignor, or either of them, and/or (C) to receive all Rents, Issues and Profits from the Property. Assignee shall apply any Rents, Issues and Profits received by Assignee first, to the costs and expenses incurred by Assignee in protecting and operating the Property, and next, to the payment of the Obligations in such manner and in such order of priority as Assignee shall determine consistent with the provisions of the Indenture. Any such action by Assignee shall not operate as a waiver of the Event of Default in question, or as an affirmation of any Tenant Leases or of the rights of any Tenant in the event title to that part of the Property covered by the Tenant Leases or held by the Tenant should be acquired by Assignee or any other purchaser at a foreclosure sale. The right of Assignee to receive all Rents, Issues and Profits from the Property upon the occurrence and during the continuance of any Event of Default, (a) if any Obligor or any of its Subsidiaries Default shall be in default under a Material Agreementapplicable whether or not Assignee has entered upon, foreclosed, taken any actions to foreclose or taken possession of the Lenders shall have the right (but Property, whether or not the obligation) Assignee has instituted any legal proceedings of any kind whatsoever, or whether or not Assignee has otherwise attempted to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any other actions or remedies hereunder or at law or in equity. If any such Rents, Issues and Profits are paid to or received by Assignor, Assignor shall hold the same in trust for Assignee and immediately pay the same to Assignee (in the form received, except for any necessary endorsement), without the necessity of any request or demand therefor. Until receipt from Assignee of notice of the occurrence of an Event of Default hereunder and during the continuance thereof, all rights Tenants of the Tenant Leases and any successors to the leasehold interest of such Obligor or SubsidiaryTenants may pay Rents, as the case may beIssues and Profits directly to Assignor, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests but after notice of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the occurrence of any Event of Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of same, Assignor covenants to and shall hold all Rents, Issues and Profits paid to Assignor in trust for Assignee and shall immediately pay the same to Assignee (in the form received, except for any necessary endorsement), without the necessity of any request or demand therefor. Assignor hereby authorizes and directs all Tenants of the Tenant Leases herein described, and any successors to the leasehold interest of such Tenants, upon receipt of any notice from Assignee stating that an Event of Default to advance funds in excess of the Commitments hereunder has occurred, to pay all amounts necessary under to Assignee the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises Rents, Issues and Profits due and to terminate become due under such Tenant Leases. Assignor agrees that such Tenants shall have the S/I Deed right to rely upon any such notice and request by Assignee without any obligation or right to inquire as to whether an Event of Trust Default actually exists and notwithstanding any notice from or claim of Assignor to the S/I Warranty contrary, and Reverter Deed; it being understood Assignor shall have no right or claim against such Tenants for any such Rents, Issues and agreed that this power Profits so paid by the Tenants to Assignee. In such event, receipt by Assignee of attorney in this Section 11.03 Rents, Issues and Profits from such Tenants or their successors shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent release of such Tenants or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added their successors to the outstanding principal amount extent of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentsall amounts so received by Assignee.

Additional Remedies. Upon the occurrence and during the continuance of any Event of Defaultthe events specified in Section 21.1.4 or Section 21.1.5, if Landlord shall elect not to exercise, or by law shall not be able to exercise, its right hereunder to terminate this Lease, then, in addition to any other rights or remedies of Landlord under this Lease or provided by law: (ai) if any Obligor or Landlord shall not be obligated to provide Tenant with any of its Subsidiaries the services specified in Article 12, or otherwise specified in the Lease unless Landlord has received compensation in advance for such services, and the parties agree that Landlord's reasonable estimate of the compensation required with respect to such services shall control; and (ii) neither Tenant, as debtor in possession, nor any trustee or other person (collectively, the "Assuming Tenant') shall be in entitled to assume this Lease, unless on or before the date of such assumption, the Assuming Tenant (A) cures, or provides adequate assurance that such Assuming Tenant will promptly cure, any existing default under a Material Agreementthis Lease; (B) compensates, or provides adequate assurance that the Lenders shall have the right Assuming Tenant will promptly compensate Landlord, for any loss (but not the obligationincluding, without limitation, reasonable attorneys' fees and disbursements, including on appeal and in connection with any bankruptcy) to cause the default or defaults under resulting from such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (bC) without limiting provides adequate assurance of future performance under this Lease Tenant covenants and agrees that, for such purposes (i) any cure or compensation shall be effected by the foregoingimmediate payment of any monetary default or any required compensation, or the immediate correction acceptable to Landlord of any non-monetary default; (ii) any "adequate assurance" of such cure or compensation shall be effected by the establishment of an escrow fund for the amount at issue or by other method acceptable to Landlord; and (iii) "adequate assurance" of future performance shall be effected by the establishment of an escrow fund for the amount art Issue or other method acceptable to Landlord. Provided, further, upon the occurrence of any such default, each Obligor shall promptly execute, acknowledge and deliver of the events specified in Section 21.1.4 prior to the Lenders date fixed as the Commencement Deft (whether or not such instruments as may reasonably default is cured within the time period, if any, provided in such Article), this Lease shall IPSO FACTO be required canceled and terminated. In such event, (neither Tenant nor any person claiming through or under Tenant, or by virtue of such Obligor any statute or order of any Court, shall be entitled to permit possession of the Lenders Premises; and (ii) in addition to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default rights and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney remedies provided in this Section 11.03 shall be Article 22. Landlord may retain as damages any Rent, Security Deposit (if any) or monies received from Tenant or others on account of Tenant. The foregoing is a power coupled with an interest and cannot be revoked. All amounts advanced by material consideration to Landlord for the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes execution of this Agreement and the other Loan DocumentsLease.

Additional Remedies. Upon the occurrence and during the continuance of any Event of Default, (a) if During any Obligor period of time that (i) a Deficiency (as defined in subparagraph (d)) exists or (ii) Lessee has failed to supply an Asset Base Certificate, Current Receivables Report or Agings Report in accordance with the terms of this Master Lease when due ("Reporting Default"), Lessee will not have any right to withdraw any funds from the Securities Account or any other account of Lessee at the Bank or otherwise issue to the Bank any entitlement orders, instructions or directions of any kind concerning the Collateral until such Deficiency or Reporting Default is cured; provided, that Lessee may withdraw available funds from its Subsidiaries shall be deposit accounts and pay the same over to the Bank to the extent necessary to cure any Deficiency. (b) If a Payment Default, a Deficiency Default, or an Insolvency Default (as each is defined in default under a Material Agreementsubparagraph (d)) occurs, then (i) Lessee will immediately cease to have any right to withdraw any funds from the Lenders shall have Securities Account or any other account of Lessee at Bank or otherwise issue to the right Bank any entitlement orders, instructions or directions of any kind concerning the Collateral and (but not ii) the obligation) to cause Bank, for the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) benefit of itself and otherwise exercise its affiliates, may immediately set off against all investment property, cash and other funds held in any and all accounts of the Lessee at the Bank, including, without limitation, the Securities Account and each deposit account (to the extent necessary to satisfy the Obligations). (c) If a Triggering Event of Default (as defined in subparagraph (d)) occurs, it will be an Event of Default under this Master Lease and: (i) The Bank will immediately have the rights of such Obligor or Subsidiaryand remedies (A) provided for in the Uniform Commercial Code, as enacted in any state of applicable jurisdiction and as the case may be, thereunder, as same may be necessary amended from time to prevent or cure any default time (the "UCC"), and (bB) as provided by this Master Lease and by law; (ii) The Bank may immediately notify Lessee's customers, account debtors and any other persons (A) obligated on the Collateral to make payment or otherwise render performance to or for the benefit of the Bank and (B) that, without limiting the foregoinggenerality of clause (B), upon any such default, each Obligor shall promptly execute, acknowledge and deliver the Collateral has been assigned to the Lenders such instruments Bank and that payments should be made directly to the Bank; and (iii) The Bank is by this Master Lease authorized and empowered, at its election, as may reasonably be required proxy and attorney-in-fact of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors Lessee (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default substitution), (A) to advance funds in excess transfer or register any of the Commitments Collateral in the Bank's name or the name of its nominee, (B) to pay sell, assign and deliver all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf part of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added Collateral (to the outstanding principal amount extent necessary to satisfy the Obligations) at any broker's board, securities exchange or market, or at any public or private sale or other disposition; and (C) to apply any available proceeds of any disposition of the Term Loan Collateral to the Obligations. The Bank is authorized at any sale of the Collateral (if it deems advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent that they are purchasing the Collateral for their own account in compliance with any applicable securities law or under any applicable exemption thereunder. Inasmuch as the Securities are property of a type customarily sold on a recognized market, no notice of the time and shall place of any public sale or the time after which any private sale or other intended disposition of the Securities need be a “Term Loan” for purposes given to Lessee. Any requirement of this Agreement and reasonable notice of any disposition of any of the other Loan Documents.Collateral will be satisfied if such notice is sent to Lessee 10 days prior to such disposition. LESSEE ACKNOWLEDGES THAT ANY SALE OF THE COLLATERAL UNDER THE CIRCUMSTANCES DESCRIBED IN THIS SECTION 29 WILL BE COMMERCIALLY

Additional Remedies. Upon the occurrence and during the continuance of any Event of Default, (a) if any Obligor When this lease and the Term or any extension thereof shall have been terminated on account of its Subsidiaries any default by Tenant, which remains uncured after the expiration of any applicable notice and/or cure period, or when the Term or any extension thereof shall have expired, Tenant hereby authorizes any attorney of any court of record of the Commonwealth of Pennsylvania to appear for Tenant and for anyone claiming by, through or under Tenant and to confess judgment against all such parties, and in favor of Landlord, in ejectment and for the recovery of possession of the Premises, for which this lease or a true and correct copy hereof shall be good and sufficient warrant. AFTER THE ENTRY OF ANY SUCH JUDGMENT A WRIT OF POSSESSION MAY BE ISSUED THEREON WITHOUT FURTHER NOTICE TO TENANT AND WITHOUT A HEARING. If for any reason after such action shall have been commenced it shall be determined and possession of the Premises remain in default under a Material Agreement, the Lenders or be restored to Tenant. Landlord shall have the right (but not for the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any same default and upon any subsequent default(s) or upon the termination of this lease or Tenant's right of possession as herein set forth, to again confess judgment as herein provided, for which this lease or a true and correct copy hereof shall be good and sufficient warrant. (b) without limiting the foregoing, upon The warrant to confess judgment set forth above shall continue in full force and effect and be unaffected by amendments to this lease or other agreements between Landlord and Tenant even if any such default, each Obligor shall promptly execute, acknowledge and deliver to amendments or other agreements increase Tenant's obligations or expand the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests size of the LendersPremises. Any amounts paid by Tenant waives any procedural errors in connection with the Lenders pursuant to and entry of any such judgment or in accordance with this Section 11.03 shall be payable on demand by the Obligorsissuance of any one or more writs of possession or execution or garnishment thereon. (c) EXCEPT AS OTHERWISE SET FORTH IN THIS LEASE, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”TENANT KNOWINGLY AND EXPRESSLY WAIVES ANY RIGHT, INCLUDING, WITHOUT LIMITATION, UNDER ANY APPLICABLE STATUTE, WHICH TENANT MAY HAVE TO RECEIVE A NOTICE TO QUIT PRIOR TO LANDLORD COMMENCING AN ACTION FOR REPOSSESSION OF THE PREMISES. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender Initials on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documents.Tenant:

Additional Remedies. Upon If any such Tenant Default occurs, Landlord may utilize the occurrence remedy described in California Civil Code Section 1951.4 (which provides landlord may continue the lease in effect after a tenant’s breach and abandonment and recover Rent as it becomes due, if tenant has the right to sublet or assign subject to reasonable limitations). Accordingly, in the event of any Tenant Default and abandonment of the Premises by Xxxxxx, if Landlord does not elect to terminate this Lease on account of such Tenant Default, then Landlord may from time-to-time, without terminating this Lease, enforce all of its rights and remedies under this Lease, including the right to recover all Rent as it becomes due. In the event of the Abandonment of the Premises by Tenant or in the event that Landlord utilizes the remedy described in this Section 25.3 above or shall take possession of the Premises pursuant to legal proceeding or pursuant to any notice provided by Law, then if Landlord does not elect to terminate this Lease as provided above, Landlord may from time to time, without terminating this Lease, either recover all Rent as it becomes due or relet the Premises or any part thereof for the Term of this Lease on terms and conditions as Landlord in its sole discretion may deem advisable with the right to make alterations and repairs to the Premises. If Landlord shall elect to so relet, such reletting shall not relieve Tenant of any obligation hereunder, except that the rents received by Landlord from such reletting shall be applied as follows: (a) first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord; (b) second, to the payment of any cost of such reletting; (c) third, to the payment of the cost of any alterations and repairs to the Premises; (d) fourth, to the payment of Rent due and unpaid hereunder and (e) the residue, if any, shall be held by Landlord and applied to payment of future Rent as the same may become due and payable hereunder. Should that portion of such rents received from such reletting during any month, which is applied to the payment of Rent hereunder, be less than the Rent payable during that month by Tenant hereunder, then Tenant shall pay such deficiency to Landlord immediately upon demand therefor by Xxxxxxxx. Such deficiency shall be calculated and paid monthly. Tenant shall also pay to Landlord, as soon as ascertained, any costs and expenses, including attorneys’ fees, incurred by Landlord in such reletting or in making such alterations and repairs not covered by the rents received from such reletting. During the continuance of any Event of a Tenant Default, (a) if any Obligor or any of its Subsidiaries shall be in default under a Material Agreement, the Lenders Landlord shall have the right (but not to market the obligation) Premises to cause potential new tenants and may show the default or defaults under Premises to such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and potential new tenants during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentsnormal business hours.

Additional Remedies. If any Event of Default occurs, Landlord may elect to re‑enter, as herein provided, or take possession pursuant to legal proceedings or pursuant to any notice provided for herein, and may either terminate this Lease, or may from time to time without terminating this Lease make such alterations and repairs as may be necessary in order to relet the Premises or any part thereof for such term or terms (which may be for a term extending beyond the term of this Lease) and at such rental or rentals and upon such other terms and conditions as Landlord, in its sole discretion, may deem advisable. Upon each such reletting all rentals received by Landlord from such reletting shall be applied first to the occurrence payment of any indebtedness other than rent due hereunder from Tenant to Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees and, unless otherwise prohibited by law, attorney’s fees, and of costs of such alterations and repairs; third, to the payment of the most current rent owed at that time; and the residue, if any, shall be held by Landlord and applied in payment of future rent as the same may become due and payable hereunder from Tenant. If such rentals received from such reletting during any month be less than that to be paid during that month by Tenant hereunder, Tenant shall be liable for the continuance payment of such deficiency to Landlord. Such deficiency shall be calculated and become payable monthly. No such re‑entry or taking of possession of the Premises by Landlord shall be construed as an election on its part to terminate this Lease or to accept a surrender thereof unless a specific written notice of such intention be given to Tenant. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. Should Landlord at any time terminate this Lease for any Event of Default, (a) in addition to any other remedies it may have, it may recover from Tenant all damages it may incur by reason of such breach, including the cost of recovering the Premises, and the worth at the time of such termination of the excess, if any Obligor or any of its Subsidiaries the amount of rent and charges equivalent to rent reserved in this Lease for the remainder of the stated term over the then reasonable rental value of the Premises for the remainder of the stated term, all of which amounts shall be in default under a Material Agreementimmediately due and payable from Tenant to Landlord. In determining the rent which would be payable by Tenant hereunder subsequent to default, the Lenders annual rent for each year of the unexpired term shall have be equal to the right average annual minimum and percentage rents paid by Tenant from the commencement of the term to the time of default, or during the preceding three (but 3) full calendar years, whichever period is shorter. Any reletting shall be done in such a manner as Landlord may deem proper, and if Tenant believes Landlord’s efforts are not the obligation) sufficient, Tenant shall so notify Landlord in writing and shall specify in detail such additional action Tenant believes Landlord should take. Unless such notice is given, Landlord’s efforts to cause the default or defaults under such Material Agreement relet shall be deemed to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentsadequate.

Additional Remedies. Upon the occurrence and during the continuance of any Event of Default, the Buyer may also do any of the following: (a) if For any Obligor Deposit Account (i) refuse to allow withdrawals from such Deposit Account, (ii) apply any balances in any Deposit Account to the Obligations, all without any advance or contemporaneous notice or demand of any kind to the Sellers, such notice and demand being expressly waived (b) To the extent that any Transaction has been reclassified as a secured loan as described in Article V hereof, foreclose upon or otherwise enforce its security interest in and Lien granted in Article V in any manner permitted by law or provided for hereunder and exercise all rights and remedies of a secured party under the Uniform Commercial Code of Minnesota or other applicable law, including, but not limited to, selling or otherwise disposing of the Purchased Mortgage Loans, or any part thereof, at one or more public or private sales, whether or not such Purchased Mortgage Loans is present at the place of its Subsidiaries sale, for cash or credit or future delivery, on such terms and in such manner as the Buyer may determine, including, without limitation, sale pursuant to any applicable Investor Commitment; if notice is required under such applicable law, the Buyer will give the Sellers not less than ten (10) days’ notice of any such public sale or of the date after which any private sale may be held and the Sellers agree that ten (10) days’ notice shall be in default under a Material Agreementreasonable notice; the Buyer may, the Lenders shall have the right (but not the obligation) to without notice or publication, adjourn any public or private sale or cause the default or defaults under such Material Agreement same to be remedied adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. (including without limitation c) Notify all obligors in respect of Purchased Mortgage Loans that the Purchased Mortgage Loan has been purchased and transferred to the Buyer and that all payments thereon are to be made directly to the Buyer or such other party as may be designated by paying the Buyer; settle, compromise, or release, in whole or in part, any unpaid amount thereunder) amounts owing on any Purchased Mortgage Loan, any such obligor or any Approved Investor or any portion of the Purchased Mortgage Loans, on terms acceptable to the Buyer; enforce payment and otherwise exercise prosecute any action or proceeding with respect to any and all rights Purchased Mortgage Loans; and where any such Purchased Mortgage Loan is in default, foreclose on and enforce security interest in such Purchased Mortgage Loan by any available judicial procedure or without judicial process and sell property acquired as a result of any such Obligor foreclosure. (d) Act, or Subsidiarycontract with a third party to act, as the case may beservicer or subservicer of each Purchased Mortgage Loan and perform all obligations required in connection with Investor Commitments, thereunder, as may such third party’s fees to be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant Sellers. (e) Require the Sellers to assemble the Purchased Mortgage Documents not previously delivered to the Buyer and/or books and in accordance with this Section 11.03 shall records relating thereto and make such available to the Buyer at a place to be payable on demand designated by the Obligors, shall accrue interest at Buyer. (f) Enter onto property where any Purchased Mortgage Documents or books and records relating thereto are located and take possession thereof. (g) Give Notice of Default as provided in the Default Rate if not paid on demand MERS Agreements and shall constitute “Obligations”. In furtherance of invoke all rights and remedies provided in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of MERS Agreements following an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan DocumentsDefault.

Additional Remedies. Upon the occurrence and during the continuance of any If an Event of DefaultDefault shall have occurred and be continuing, the Trustee may do one or more of the following: (a) if institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable under the Transaction Documents, enforce any Obligor judgment obtained, and collect from the Issuer and any other obligor under the Transaction Documents monies adjudged due; (b) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (c) subject to the limitations set forth in clause (d) below, exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Trustee and the Secured Parties; and (d) sell the Trust Estate or any of its Subsidiaries shall be portion thereof or rights or interest therein, at one or more public or private sales called and conducted in default under a Material Agreementany manner permitted by law; provided, the Lenders however, that no Brooke Party shall have the right (but to buy the Trust Estate or any portions hereof and provided further, that the Trustee may not sell or otherwise liquidate the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of Trust Estate following an Event of Default to advance funds in excess unless: (i) the Holders of 100% of all of the Commitments outstanding Notes and, unless otherwise specified in the applicable Series Supplement, the Enhancement Providers of each Series of all outstanding Series consent thereto, (ii) the proceeds of such sale or liquidation allocated to pay a certain Asset Pool and distributable to the Noteholders and Enhancement Providers of each Series are sufficient to discharge in full all amounts necessary under then due and unpaid with respect to all outstanding Notes and to the Sanofi Documents in order Enhancement Providers of all outstanding Series at such date for principal and interest and any other amounts due Noteholders, or (iii) the Trustee determines that the proceeds of the respective Asset Pools will not continue to release Sanofi’s lien provide sufficient funds for the payment of principal of and interest on the Mortgaged Premises outstanding Notes of all outstanding Series as such amounts would have become due if the Notes had not been declared due and to terminate the S/I Deed of Trust payable, and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by Trustee obtains the Administrative Agent or any Lender on behalf consent of the Administrative Agent pursuant Required Noteholders and the Enhancement Providers. In determining such sufficiency or insufficiency with respect to this Section 11.03 shall automatically clauses (d)(ii) and without further action be added (d)(iii), the Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the outstanding principal amount feasibility of such proposed action and as to the sufficiency of the Term Loan and shall be a “Term Loan” Loans in the Trust Estate for purposes of this Agreement and the other Loan Documentssuch purpose.

Additional Remedies. Upon the occurrence and during the continuance of any Event of Default, (a) if any Obligor or A. If Mortgagor should fail to comply with any of the covenants or obligations of Mortgagor hereunder, then Mortgagee or its Subsidiaries attorney in fact or agent may perform the same for the account and at the expense of Mortgagor but shall not be in default under a Material Agreementobligated so to do, the Lenders shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor expenses incurred or Subsidiarypaid in so doing shall be payable by Mortgagor to Mortgagee, as with interest at the case may berate agreed upon in the Credit Agreement, thereunderfrom the date when same was so incurred or paid, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 amount thereof shall be payable on demand and shall be secured by and under this Mortgage, and the amount and nature of such expense and the time when paid shall be presumptively established by the Obligorsaffidavit of Mortgagee or any officer or agent thereof, shall accrue interest at or by the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance affidavit of and any attorney in no way limiting fact or agent acting hereunder; provided, however, that the foregoing, each exercise of the authorized representatives privileges granted in this Paragraph A shall not be considered or constitute a waiver of the Administrative Agent is hereby irrevocably made, constituted and appointed right of Mortgagee upon the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance happening of an Event of Default hereunder to advance funds declare the Secured Indebtedness at once due and payable but shall be cumulative of such right and all other rights herein given. B. To the extent permitted by applicable Law, in excess case any one or more of the Commitments Events of Default shall occur, then in each and every such case Mortgagee, whether or not the Secured Indebtedness shall have been declared due and payable, in addition to pay the other rights and remedies hereunder, may exercise the following additional remedy, but shall not be obligated so to do: Mortgagee or its attorney in fact or agent may enter into and upon and take possession of all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on or any part of the Mortgaged Premises Property and each and every part thereof and may exclude Mortgagor, its agents, employees and representatives wholly therefrom and have, hold, use, operate, manage and control the Mortgaged Property and each and every part thereof and produce the Hydrocarbons and Other Minerals therefrom and market the same, all at the sole risk and expense of Mortgagor and at the expense of the Mortgaged Property, applying the net proceeds so derived, first, to the cost of maintenance and operation of such Mortgaged Property; second, to the payment of all Secured Indebtedness secured hereby, principal and interest, application to be made first to interest and then to principal; and the balance thereof, if any, shall be paid to Mortgagor. Upon such payment of all such costs and Secured Indebtedness, the Mortgaged Property shall be returned to Mortgagor in its then condition and Mortgagee shall not be liable to Mortgagor for any damage or injury to the Mortgaged Property except such as may be caused through his, its or their fraud or willful misconduct. C. To the extent permitted by applicable Law, Mxxxxxxxx does hereby designate Mortgagee as Mortgagor’s agent to exercise each and every remedy set forth herein and to terminate the S/I Deed of Trust conduct any and the S/I Warranty all operations and Reverter Deed; it being understood take any and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant all action reasonably necessary to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentsdo so.

Additional Remedies. Upon the occurrence and during the continuance of any Event of Default, (a) if In addition to any Obligor or other remedies Lender may have under any of its Subsidiaries shall be in default under a Material Agreementthe other Loan Documents, the Lenders shall have rights and remedies of a secured party under the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying UCC and any unpaid amount thereunder) additional rights and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, remedies as may be necessary provided to prevent or cure a secured party in any default and (b) without limiting jurisdiction in which the foregoingCollateral is located, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default hereunder, Lender shall have the right to advance funds in excess take immediate and exclusive possession and control of the Commitments Collateral not already in Lender's possession. (b) After the occurrence of an Event of Default, Lender shall have the right to receive, endorse, assign or deliver in Lxxxxx's own name or the name of Borrower any and all checks, drafts and other instruments for the payment of money relating to the Collateral, and Borrower hereby waives notice of presentment, protest and nonpayment of any instruments so endorsed. Lender shall not, under any circumstances or in any event whatsoever, have any liability for any error or omission or delivery of any kind made in the settlement, collection or payment of any of the Collateral or of any instrument received in payment therefor or for any damage resulting therefrom other than arising from Lxxxxx's sole gross negligence or willful misconduct. The costs of collection, notification and enforcement, including but not limited to reasonable attorney's fees and out-of-pocket expenses, shall be borne solely by Borrower. (c) After the occurrence of an Event of Default, the Borrower will, upon receipt by it of any sums for or on account of the Collateral, or of any check, draft, note, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Lender in precisely the form received, and will forthwith, without any notice or demand whatsoever (all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien notices, demands or other actions on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf part of the Administrative Agent pursuant to this Section 11.03 shall automatically Lender being hereby expressly waived), endorse, transfer and without further action be added deliver any such sums or instruments, or both, to the outstanding principal amount Lender, for application to the payment of the Term Loan Loans in the Lender's sole and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentsabsolute discretion.

Additional Remedies. Upon the occurrence of the Termination Event pursuant to this Section 7.2, in addition to all other rights and during remedies that Facility Agent and SunAmerica have hereunder, under the continuance other Transaction Documents and under applicable law including without limitation under the UCC: (i) SunAmerica may require Customer to repurchase on demand, and Customer shall make such repurchase on demand, without recourse against Facility Agent, SunAmerica or any Purchaser and regardless if the Receivables have any value, from Facility Agent and, if applicable, SunAmerica, all Receivables sold by Customer to Facility Agent on behalf of the Purchasers, or, if applicable, SunAmerica, for an amount equal to Customer Repurchase Price plus all other amounts payable hereunder and under the other Transaction Documents without set-off, counterclaims, abatement or defense, or SunAmerica may require Customer to sell or otherwise transfer or liquidate all or any Event of Defaultthe Receivables and/or Related Security on behalf of Facility Agent publicly or privately on such terms as SunAmerica may determine are appropriate in its discretion to any Person including itself; and/or (ii) SunAmerica may replace Servicer, pursuant to Section 6.1; and/or (iii) Facility Agent may transfer the Warehouse Assets to SunAmerica or its designees; and/or (iv) with respect to SunAmerica, the right to carry out the action within the scope of Customer's appointment of Custodian as attorney-in-fact. SunAmerica shall have the right at any time and from time to time, at SunAmerica's sole discretion and without notice to Customer, (a) if to enforce payment of the Obligor's obligations and any Obligor other Warehouse Assets, and to collect and foreclose, by legal proceedings or any of its Subsidiaries shall be in default under a Material Agreementotherwise, the Lenders shall have Warehouse Assets in the right (but not the obligation) to cause the default name of SunAmerica or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default Facility Agent and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure control, in any manner, of any item of payment for or remedy the matter in default and preserve the interests proceeds of the LendersWarehouse Assets. Any amounts paid by None of Facility Agent, any Purchaser nor any Purchaser Representative is obligated to pursue the Lenders pursuant Warehouse Assets or any other Person in order to and in accordance with this Section 11.03 shall be payable on demand by the Obligorsenforce Customer's obligations hereunder. Facility Agent, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower SunAmerica and the other Obligors (Purchaser Representatives are hereby granted a license or other applicable right to use, without requiring charge, Customer's labels, patents, copyrights, rights of use of any of them to act as such) with full power of substitution after the occurrence name, trade secrets, trade names, trademarks and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent advertising matter, or any Lender on behalf property of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added a similar nature, as it pertains to the outstanding principal amount of the Term Loan Warehouse Assets, in advertising for sale and selling any Warehouse Assets and Customer's rights under all licenses and all franchise agreements shall be a “Term Loan” for purposes of this Agreement inure to Facility Agent's, SunAmerica's and the other Loan DocumentsPurchaser Representatives benefit for this purpose.

Additional Remedies. Upon Trustee and Lender shall have all powers, rights and remedies under applicable law whether or not specifically or generally granted or described in this Security Instrument. Nothing contained herein shall be construed to impair or to restrict such powers, rights and remedies or to XXXXX/FREMONT ASSOCIATES DEED OF TRUST PAGE 37 preclude any procedures or process otherwise available to trustees or beneficiaries under deeds of trust in the occurrence State of California. Trustee and during Lender, and each of them, shall be entitled to enforce the continuance payment and performance of any Event of Default, (a) if indebtedness or obligations secured hereby and to exercise all rights and powers under this Security Instrument or under any Obligor other Loan Document or other agreement or any laws now or hereafter in force, notwithstanding the fact that some or all of the indebtedness and obligations secured hereby may now or hereafter be otherwise secured, whether by Security Instrument, deed of trust, pledge, lien, assignment or otherwise. Neither the acceptance of this Security Instrument nor its Subsidiaries enforcement, whether by court action or pursuant to the power of sale or other powers contained herein, shall prejudice or in any manner affect Trustee's or Lender's right to realize upon or enforce any other rights or security now or hereafter held by Trustee or Lender. Trustee and Lender, and each of them, shall be entitled to enforce this Security Instrument and any other rights or security now or hereafter held by Lender or Trustee in default under a Material Agreement, the Lenders shall have the right (but not the obligation) such order and manner as they or either of them may in their absolute discretion determine. No remedy herein conferred upon or reserved to cause the default Trustee or defaults under such Material Agreement Lender is intended to be remedied (including without limitation exclusive of any other remedy contained herein or by paying law provided or permitted, but each shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. Every power or remedy given by any unpaid amount thereunder) of the Loan Documents to Trustee or Lender, or to which either of them may be otherwise entitled, may be exercised, concurrently or independently, from time to time and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, often as may be necessary deemed expedient by Trustee or Lender, and either of them may pursue inconsistent remedies. By exercising or by failing to prevent exercise any right, option or cure election hereunder, Lender shall not be deemed to have waived any default provision hereof or to have released Borrower from any of the obligations secured hereby unless such waiver or release is in writing and (b) without limiting the foregoingsigned by Lender. The waiver by Lender of Borrower's failure to perform or observe any term, upon any such default, each Obligor covenant or condition referred to or contained herein to be performed or observed by Borrower shall promptly execute, acknowledge and deliver not be deemed to the Lenders such instruments as may reasonably be required a waiver of such Obligor term, covenant or condition or of any subsequent failure of Borrower to permit perform or observe the Lenders same or any other such term, covenant or condition referred to cure or contained herein, and no custom or practice which may develop between Borrower and Lender during the term hereof shall be deemed a waiver of or in any default under way affect the applicable Material Agreement or permit right of Lender to insist upon the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests performance by Borrower of the Lenders. Any amounts paid by the Lenders pursuant to and obligations secured hereby in strict accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance terms hereof or of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan DocumentsDocument.

Additional Remedies. Upon the occurrence and during the continuance of any Event of Default, (a) if The Collateral Agent shall have, in addition to all the rights and remedies provided herein and provided by applicable federal, state, foreign, and local laws (including, without limitation, the rights and remedies of a secured party under the Uniform Commercial Code of any Obligor applicable state, to the extent that the Uniform Commercial Code is applicable, and the right to offset any mutual debt and claim), all rights and remedies available to the lenders in law, in equity, or under any of its Subsidiaries other agreement between the Lender or the Facility Insurer and the Borrower. (b) Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in default under addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a Material Agreementwaiver of any Early Amortization Event. (c) If on the Final Maturity Date, the Lenders outstanding principal of all outstanding Loans, if any, and all Yield, Premium and all Fees accrued thereon and all other Obligations shall not have been paid in full, then the Facility Insurer, in addition to all other rights and remedies specified hereunder, shall have the right to direct the Collateral Agent to, in its own name, immediately sell in a commercially reasonable manner, in a recognized market (but not if one exists) at such price or prices as the obligation) to cause the default Facility Insurer may reasonably deem satisfactory, any or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any all Pledged Receivables and all rights Other Conveyed Property related thereto. The parties hereto recognize that it may not be possible to sell all of the Pledged Receivables and the Other Conveyed Property related thereto on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for such Obligor or Subsidiaryassets may not be liquid. Accordingly, as the case Facility Insurer may beelect, thereunderin its sole discretion, as may be necessary the time and manner of liquidating any Pledged Receivables and the Other Conveyed Property related thereto, and nothing contained herein shall obligate the Facility Insurer to prevent or cure any default and (b) without limiting the foregoing, upon liquidate any such default, each Obligor shall promptly execute, acknowledge and deliver to assets on in the Lenders such instruments as may reasonably be required of such Obligor to permit same manner or on the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenderssame Business Day. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance received from any sale or liquidation of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent assets pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and paragraph shall be a “Term Loan” deposited into the Collection Account for purposes of this Agreement and the other Loan Documentsdistribution pursuant to Section 2.05(c).

Additional Remedies. Upon the occurrence and in Case of an Event of ------------------------------------------ Default. ------- (i) The Mortgagee shall be entitled to recover judgment as aforesaid either before, after or during the continuance pendency of any Event proceedings for the enforcement of Defaultthe provisions hereof, (a) if and the right of the Mortgagee to recover such judgment shall not be affected by any Obligor entry or sale hereunder, or by the exercise of any other right, power or remedy for the enforcement of the provisions hereof, or the foreclosure of, or absolute conveyance pursuant to, this Mortgage. In case of proceedings against the Mortgagor in insolvency or bankruptcy or any proceedings for its reorganization or involving the liquidation of its Subsidiaries assets, the Mortgagee shall be entitled to prove the whole amount of principal and interest and other payments, charges and costs due in default under respect of the Secured Obligations to the full amount thereof without deducting therefrom any proceeds obtained from the sale of the whole or any part of the Mortgaged Property; provided, however, that in no case shall the Mortgagee -------- ------- receive a Material Agreement, greater amount than the Lenders shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights aggregate of such Obligor or Subsidiaryprincipal, as the case may be, thereunder, as may be necessary to prevent or cure any default interest and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default payments, charges and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance costs (with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting Rate) from the foregoing, each proceeds of the authorized representatives sale of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower Mortgaged Property and the other Obligors (without requiring any of them to act as such) with full power of substitution after distribution from the occurrence and during the continuance of an Event of Default to advance funds in excess estate of the Commitments to pay all amounts necessary Mortgagor. (ii) Any recovery of any judgment by the Mortgagee and any levy of any execution under the Sanofi Documents in order to release Sanofi’s lien on any judgment upon the Mortgaged Premises Property shall not affect in any manner or to any extent the Lien and to terminate security interests created and evidenced hereby upon the S/I Deed Mortgaged Property or any part thereof, or any conveyances, powers, rights and remedies of Trust the Mortgagee hereunder, but such conveyances, powers, rights and remedies shall continue unimpaired as before. (iii) Any monies collected by the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in Mortgagee under this Section 11.03 ------- 11.4 shall be a power coupled applied in accordance with an interest and cannot be revokedthe provisions of Section 11.3(iii). All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documents.---- -----------------

Additional Remedies. Upon If this Lease shall be terminated as provided in this paragraph, or by summary proceedings or otherwise, and whether or not the occurrence premises shall be relet, the Landlord shall be entitled to recover from the Tenant, and during the continuance of any Event of DefaultTenant shall pay to the Landlord, the following: (a) if any Obligor or any of its Subsidiaries shall be in default under a Material AgreementAn amount equal to all expenses, the Lenders shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied including reasonable attorneys' fees (including without limitation appeals) incurred by paying any unpaid amount thereunder) and otherwise exercise any and all rights the Landlord in recovering possession of such Obligor or Subsidiarythe leased premises, as the case may be, thereunder, as may be necessary to prevent or cure any default and and (b) without limiting All reasonable costs and charges for the foregoingcare of the leased premises while vacant, upon and (c) An amount equal to all expenses incurred by the Landlord in connection with the reletting of the leased premises or any such defaultpart thereof, each Obligor including broker's commissions, advertising expenses, and the cost of repairing, renovating or remodeling the leased premises, which amounts set forth in this subparagraph 1 shall promptly execute, acknowledge be due and deliver payable by the Tenant to the Lenders Landlord at such instruments times as may reasonably be required of such Obligor the expenses, costs and charges shall have been incurred, and 2. An amount equal to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such all minimum rent, additional rent and other action charges required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts be paid by the Lenders pursuant to and in accordance with Tenant under this Section 11.03 Lease, less the net rent, if any, collected by the Landlord on reletting the leased premises; which amount shall be due and payable on demand by the ObligorsTenant to the Landlord on the several days on which such minimum rent and other charges would have become due and payable had this Lease not been terminated, and the Tenant shall accrue interest pay to the Landlord the amount of any deficiency then existing. The net rent collected by the Landlord on reletting shall be computed by deducting from the gross rents collected, the expenses, costs and charges referred to in subparagraph 1 of this subparagraph C. Without any previous notice or demand separate actions may be instituted by the Landlord against the Tenant from time to time to recover any damages which at the Default Rate if not paid commencement of any such action shall then or theretofore have become due and payable to the Landlord under any provisions hereof without waiting until the end of the original term of this Lease, and neither the institution of suit or suits, proceeding or proceedings, nor the entering of judgment therein shall bar the landlord from bringing a subsequent suit or proceeding for damages of any kind theretofore or thereafter suffered. It is expressly agreed that the forbearance on demand and the part of the Landlord in the institution of any suit or entry of judgment for any part of the rent herein reserved to the Landlord shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney serve as a defense against nor prejudice a subsequent action for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentssuch rent.

Additional Remedies. Upon 48.1 If the occurrence Term shall terminate pursuant to Article 17 or otherwise, then: 48.1.1 Tenant shall pay to Owner all Fixed Rent and during Additional Rent required to be paid by Tenant to the continuance of any Event of Default, (a) if any Obligor or any of its Subsidiaries shall be in default under a Material Agreement, date upon which the Lenders Term shall have terminated or to the right (but not date of re-entry upon the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation Demised Premises by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or SubsidiaryOwner, as the case may be; 48.1.2 Owner shall be entitled to retain all moneys, thereunderif any, paid by Tenant to Owner, whether as advance Rent, security or otherwise; 48.1.3 Tenant shall be liable for and shall pay to Owner, as may damages, any deficiency between the Fixed Rent and Additional Rent payable for the period which otherwise would have constituted the unexpired portion of the Term (conclusively presuming the Additional Rent to be necessary the same as was payable for the twelve (12) month period immediately preceding such termination or re-entry) and the net amount, if any, of rents collected under any reletting effected pursuant to prevent or cure the provisions of this Article for any default and part of such period (b) without limiting first deducting from the foregoing, upon rents collected under any such defaultreletting all of Owner’s expenses in connection with the termination of this Lease or Owner’s re-entry upon the Demised Premises and, each Obligor shall promptly executein connection with such reletting, acknowledge all repossession costs, brokerage commissions, legal expenses, attorneys’ fees, alteration costs and deliver to the Lenders other expenses); and 48.1.4 Any such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 deficiency shall be payable on demand paid in monthly installments by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien Tenant on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney days specified in this Section 11.03 Lease for the payment of installments of Fixed Rent. Owner shall be a power coupled with an interest entitled to recover from Tenant each monthly deficiency as the same shall arise and cannot be revoked. All amounts advanced by no suit to collect the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan deficiency for any month shall prejudice Owner’s right to collect the deficiency for any subsequent month by a similar proceeding. Alternatively, a suit or suits for the recovery of such deficiencies may be brought by Owner from time to time at its election. 48.1.5 Notwithstanding anything herein to the contrary, the premises herein mentioned are demised for the whole term with a whole amount of the Rent herein reserved due and shall be a “Term Loan” for purposes payable at the time of the making of this Agreement Lease, and the other Loan Documentspayment of rent in installments as above provided is for the convenience of Tenant only, and if in default of any installment of Rent, then the whole of the Rent reserved for the whole of the period then remaining unpaid, shall at the Owner’s option at once become due and payable without notice or demand.

Additional Remedies. After the expiration of the notices specified in §16.3 and the term ending as aforesaid, or should the Township elect not to terminate this Lease then the Township shall be entitled to the relief set forth below. 15.4.1 Should the Township take possession pursuant to this Lease, legal proceedings, or pursuant to any notice provided for by law, it may make such alterations and repairs as may be necessary in order to relet the Trailer, and may relet the Trailer or any part thereof for such term or terms which may be for a term extending beyond the term of this Lease and at such rentals and upon such other terms and conditions as the Township in its sole discretion may deem advisable. Upon each such reletting, all rentals received by the occurrence and during Township from such reletting shall be applied, (i) to the continuance payment of any Event indebtedness other than rent due hereunder from Tenant to the Township; (ii) to the payment of Defaultany costs and expenses of such reletting, including the fees and costs of such alterations and repairs; (aiii) to the payment of any amount due and unpaid hereunder, and the residual, if any Obligor or any of its Subsidiaries any, shall be held by the Township and applied in default under payment of future rent as the same may become due and payable hereunder. The Township may recover from Tenant all damages it may incur by reason of Tenant’s default, including the cost of recovering the Trailer, reasonable attorneys’ fees and costs, and costs of repairs and/or replacement of the Trailer. 15.4.2 In the event of a Material Agreementbreach or threatened breach by Tenant of any provision of this Lease, the Lenders Township shall have the right (but of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings and other remedies were not provided for herein. 15.4.3 Suit or suits for the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights recovery of such Obligor damages, or Subsidiaryany installments thereof, as the case may be, thereunder, as may be necessary brought by The Township from time to prevent time at its election, and nothing contained herein shall be deemed to require The Township to postpone suit until the date when the term of this Lease would have expired if it had not been so terminated under the provisions of this Article 17 or cure under any provision of law. Nothing herein contained shall be construed to limit or preclude recovery by The Township against Tenant of any sums or damages to which, in addition to the damages particularly provided above, the Township may lawfully be entitled by reason of any default and (b) without limiting hereunder on the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required part of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement Tenant. 15.4.4 No remedy or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 election hereunder shall be payable on demand by the Obligorsdeemed exclusive, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoingbut shall, each of the authorized representatives of the Administrative Agent is hereby irrevocably madewherever possible, constituted and appointed the true and lawful attorney for Borrower and the be cumulative with all other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney remedies provided in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentsotherwise available at law or in equity.

Additional Remedies. Upon the occurrence and during the continuance of any Event of Default, Lender may, at its sole option and discretion, in addition to any other rights or remedies granted to it under this Agreement, at law or in equity or under any other instrument or agreement securing, evidencing or relating to the Obligations, exercise one or more of the following remedies with respect to any or all of the Collateral: (a) if any Obligor cause Debtor to, at Debtor's expense, promptly return such Collateral (or any portion thereof requested by Lender) to such location as Lender may from time to time reasonably designate, or Lender, at its option, may enter upon the premises where the Collateral (or any portion thereof requested by Lender) is located and take immediate possession of and remove the same by self-help (to the extent permitted by law), or summary proceedings or otherwise all without liability to Lender for or by reason of damage to property or such entry or taking possession; provided, however, that the Lender shall not remove any Collateral in the possession of the Lessee under the Lease so long as no default or event of default exists under the Lease; (b) sell any or all of the Collateral at public or private sale or otherwise dispose of, hold, use, operate, lease to others or keep idle the Collateral (or any portion thereof), all as Lender in its Subsidiaries sole discretion may determine and all free and clear of any rights of Debtor; (c) remedy such default, including making repairs or modifications to any Collateral, for the account of and the expense of Debtor and Debtor agrees to reimburse Lender for all of Lender's reasonable costs and expenses; (d) apply any security deposit or other cash collateral or sale or remarketing proceeds of any Collateral at any time as it sees fit to reduce any amounts due to Lender (other than any payments or amounts held in the Account which are solely Maintenance Fees or Security Deposits which payments or amounts shall be in default disbursed pursuant to the terms of Sections 9.1(b), 9.1(c) and/or 10.13 of this Agreement); and (e) exercise any other right or remedy which may be available to it under a Material Agreementapplicable law and the UCC or proceed by appropriate court action to enforce the terms hereof or to recover damages for the breach hereof. In addition to the foregoing, Debtor shall continue to be liable for all indemnities under this Agreement and the Lenders Note and for all legal fees and other costs and expenses resulting from any Event of Default or the exercise of Lender's remedies. Without limiting the generality of the foregoing, Lender shall (i) have the right (but not upon any public sale or sales, and, to the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation extent permitted by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoinglaw, upon any such default, each Obligor shall promptly execute, acknowledge and deliver private sale or sales to purchase the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure whole or any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests part of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documents.Collateral

Additional Remedies. In addition to the remedies provided in Section III.B, above, but in lieu of any other rights and remedies at law or in equity, if (i) Landlord is at any time failing to pursue the performance of Landlord’s Work diligently, and Landlord fails to recommence such diligent efforts within a period of more than thirty (30) days after Tenant notifies Landlord in writing of such failure, or (ii) if Landlord ceases to perform any portion of Landlord’s Work without good cause for a period in excess of thirty (30) consecutive days, then the same shall constitute a “Construction Default” by Landlord hereunder. Upon the occurrence and during the continuance of any Event Construction Default by Landlord with regard to the completion of DefaultLandlord’s Work, (a) if any Obligor or any of its Subsidiaries shall be in default under a Material Agreement, the Lenders Tenant shall have the right (but not to exercise self-help, that is, to perform the obligation) obligations of Landlord with respect to cause the default or defaults under such Material Agreement Landlord’s Work which Landlord has failed to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and perform in accordance with this Section 11.03 the applicable specifications for such work, and, upon such performance by Tenant, Tenant shall have the right to be payable on demand by reimbursed for its reasonable expenses associated with the Obligorsexercise of such self-help right, shall accrue plus interest at the Default Rate if not from the date such expenses were paid on demand by Tenant until the date the same are reimbursed by Landlord. If Landlord fails to make a reimbursement which is due and owing to Tenant under this subparagraph to Tenant within thirty (30) days after Tenant’s written demand, and unless there is a bona fide dispute regarding Tenant’s right to such reimbursement that is then being actively pursued by Landlord, Tenant shall constitute “Obligations”have the right to deduct the reimbursement amount owed to Tenant from the next payments of Base Rent and Additional Rent becoming due under the Lease. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or obtain any Lender on behalf of the Administrative Agent reimbursement from Landlord pursuant to this Section 11.03 subparagraph, Tenant shall automatically and without further action be added required to submit a written reimbursement request (i) setting forth (in an AIA Form G701) the outstanding principal amount of the Term Loan reimbursement requested, (ii) certifying (A) that a Construction Default by Landlord has occurred pursuant to this Lease and that all applicable cure periods and cure rights have expired without such failure having been cured by Landlord, (B) that Tenant has expended the amount requested to be reimbursed in accordance with the provisions of this subparagraph for the items reflected within the Form G701 accompanying such reimbursement request, and (C) that the work for which Tenant is seeking reimbursement has been performed properly by Tenant or its contractor in accordance with the Construction Documents applicable to such work, and (iii) attaching a duly executed release of liens executed by the contractor and any and all subcontractors and/or materialmen supplying labor and/or materials in connection with such work, in form satisfactory to Landlord’s title insurance company to issue a bring-to-date mechanics lien endorsement, or otherwise insure over such liens, under the mortgagee’s title insurance policy issued in favor of Landlord’s mortgagee, acknowledging payment of the applicable amounts for such labor and/or materials, and fully and forever waiving any and all statutory and/or common law liens which might otherwise be asserted by them against the Premises (or any portion thereof), the Building or the Land, which in the case of any interim payment may be limited to all work for which payment has previously been made, and which, in the case of final payment, shall be a “Term Loan” for purposes an unconditional and unlimited waiver of this Agreement any and all statutory and/or common law liens which might otherwise be asserted by them against the other Loan DocumentsPremises (or any portion thereof), the Building or the Land.

Additional Remedies. Upon (a) If Agent receives any payments of any kind with respect to any Collateral, forecloses on any Collateral, or otherwise receives any proceeds of any Collateral, (i) Agent shall apply all such payments, net proceeds of such foreclosure or other proceeds of Collateral first to repay the occurrence Loans,any Obligations relating to the Tranche A Term Loans on a pro rata basis until repayment in full in cash of all such Obligations and, the balance of such net proceeds or payments, if any, to any Obligations relating to the Tranche B Term Loans on a pro rata basis, (ii) the Loans shall be reduced to the extent of such net proceeds and during (iii) the remaining portion of the Loans shall remain outstanding and secured by the remaining Collateral. At the election of Agentthe Required Lenders, the Notes shall be deemed to have been accelerated only to the extent of the net proceeds actually received by Agent with respect to the Collateral and applied in reduction of the Loans as provided above. (b) During the continuance of any Event of Default, (a) if Agent may, but without any Obligor obligation to do so and without notice to or demand on Borrowers and without releasing Borrowers from any obligation hereunder, with the written consent of its Subsidiaries shall be in default under a Material Agreementthe Required Lenders, the Lenders shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying take any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders action to cure such Event of Default. During the continuance of any default under any of the Ground Leases as to which Borrowers have received a notice of default and as to which, in the Required Lender’s reasonable discretion, Borrowers are not in the process of timely curing the same pursuant to all applicable Material Agreement notice and cure periods under such Ground Xxxxxx.Xxxxx, Agent may, without any obligation to do so, or permit at the Lenders request of the Required Lenders, shall, and without notice to or demand on Borrower and without releasing Borrowers from any obligation hereunder, take any action to cure such default. Agent may enter upon any or all of the Properties, subject to the rights of the lessors under the Ground Leases and subject to the rights of all tenants, licensees and concessionaires of Borrowers, upon reasonable notice to Borrowers for such purposes or appear in, defend, or bring any action or proceeding to protect its interest in the Collateral or to foreclose the Mortgages or collect the Loans. The costs and expenses incurred by Agent in exercising rights under this paragraph shall be secured by the Mortgages. (c) Notwithstanding the availability of legal remedies, Agent will be entitled to obtain specific performance, mandatory or prohibitory injunctive relief, or other action required to enable the Lenders equitable relief requiring Borrowers to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors refrain from repeating any Default. (without requiring any of them to act as suchd) with full power of substitution after Upon the occurrence and during the continuance of an Event of Default Default, Agent shall have the right from time to advance funds in excess of time to sever the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement Note and the other Loan Documents into one or more separate notes, mortgages and other security documents (the “Severed Loan Documents”) in such denominations as Agent shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrowers shall execute and deliver to Agent from time to time, promptly after the request of Agent, a severance agreement and such other documents as Agent shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Agentthe Required Lenders. Borrowers hereby absolutely and irrevocably appoints Agent as their true and lawful attorney, coupled with an interest, in its name and stead to execute the Severed Loan Documents (Borrowers ratifying all that their said attorney shall do by virtue thereof); provided, however, that Agent shall not make or execute any such Severed Loan Documents under such power until the expiration of three days after written notice has been given to Borrowers by Agent of Agent’s intent to exercise its rights under the aforesaid power. Borrowers shall be obligated to pay any costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents. The Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents, and any such representations and warranties contained in the Severed Loan Documents will be given by Borrowers only as of the Effective Date. (e) In any Insolvency Proceeding, each Tranche A Term Lender that is an Affiliate of a Loan Party and each Tranche B Term Lender agrees to execute, verify, deliver and file any proofs of claim in respect of the Obligations relating to the Term Loans requested by the Required Non-Affiliated Tranche A Lenders in connection with any such Insolvency Proceeding and hereby irrevocably authorizes, empowers and appoints the Agent (at the direction of the Required Non-Affiliated Tranche A Lenders) its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of any such Term Loan Lender promptly to do so prior to 10 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Insolvency Proceeding upon the failure of any Term Loan Lender to do so prior to 5 days before the expiration of the time to vote any such claim; provided the Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim unless directed to do so by the Required Non-

Additional Remedies. Upon the occurrence and during the continuance of any Event of Default, (a) The Mortgagor acknowledges and agrees that the Obligations are secured by the Mortgaged Property. The Mortgagor specifically acknowledges and agrees that the Mortgaged Property, in and of itself, if foreclosed or realized upon might not be sufficient to satisfy the outstanding amount of the Obligations. Accordingly, the Mortgagor acknowledges that any Obligor other assets of the Mortgagor may be pursued by the Mortgagee in separate proceedings in the various States, counties and other countries where such assets may be located and additionally that the Mortgagor and the Guarantors will remain liable for any deficiency judgments in addition to any amounts the Mortgagee may realize on sales of such other property or any other assets of its Subsidiaries shall be such parties. Specifically, and without limitation of the foregoing, it is agreed that it is the intent of the Mortgagor and the Mortgagee that in default under the event of a Material Agreementforeclosure of this Mortgage, the Lenders Obligations shall not be deemed merged into any judgment of foreclosure, but rather shall remain outstanding. It is the further intent and understanding of the Mortgagor and the Mortgagee that if an Event of Default shall have occurred and be continuing, the right Mortgagee may pursue all Mortgaged Property with the Obligations remaining outstanding and in full force and effect notwithstanding any judgment of foreclosure or any other judgment which the Mortgagee may obtain. (but not the obligationb) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) The Mortgagor waives and otherwise exercise relinquishes any and all rights it may have, whether at law or equity, to require the Mortgagee to proceed to enforce or exercise any rights, powers and remedies it may have under the Loan Documents in any particular manner or in any particular order. Furthermore, the Mortgagor acknowledges and agrees that the Mortgagee shall be allowed to enforce payment and performance of the Obligations and to exercise all rights and powers provided under this Mortgage, or the other Loan Documents or under any provision of law, by one or more proceedings, (whether contemporaneous, consecutive or both). Neither the acceptance of this Mortgage or any other Loan Document nor the enforcement in one proceeding, whether by court action, power of sale, or otherwise, shall prejudice or in any way limit or preclude enforcement of such Obligor documents through one or Subsidiarymore additional proceedings. (c) The Mortgagor further agrees that any particular remedy or proceeding, including, without limitation, foreclosure through court action (in a state or federal court) or power of sale, may be brought and prosecuted as to all or any part of the Mortgaged Property, wherever located, without regard to the fact that any one or more prior or contemporaneous proceedings have been situated elsewhere with respect to the same or any other part of the Mortgaged Property. (d) The Mortgagee may resort to any other security of the Mortgaged Property held by the Mortgagee for the payment of the Obligations in such order and manner as the case Mortgagee may be, thereunder, as may be necessary to prevent or cure any default and elect. (be) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver Notwithstanding anything contained herein to the Lenders such instruments as may reasonably contrary, the Mortgagee shall be required under no duty to the Mortgagor or others, including, without limitation, the holder of such Obligor any junior, senior or subordinate mortgage on the Mortgaged Property or any part thereof or on any other security held by the Mortgagee, to permit the Lenders to cure exercise or exhaust all or any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by rights, powers and remedies available to the Lenders pursuant Mortgagee. (f) Notwithstanding anything contained herein to and in accordance with this Section 11.03 shall be payable on demand by the Obligorscontrary, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default occurs (i) the Mortgagee shall endeavor to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by give the Administrative Agent or a courtesy copy of any Lender on behalf notice of such default simultaneously with its giving of any such notice to the Mortgagor to the extent that the Mortgagor is required to receive notice thereof under the Loan Documents, provided that, in no event shall the Mortgagee's failure to give such notice to the Administrative Agent preclude or in any way limit the Mortgagee's rights or remedies pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and Mortgage or the other Loan Documents; and (ii) to the extent the Mortgagor can cure such default under the Loan Documents, the Mortgagee shall accept such cure directly from the Administrative Agent if so tendered.

Additional Remedies. (a) Upon the occurrence and during the continuance of any Event of Default, (a) if any Obligor Mortgagee may take such action, without notice or demand, as it shall deem advisable to protect and enforce its rights against Mortgagor and in and to the Mortgaged Property or any of its Subsidiaries shall be in default under a Material Agreementpart thereof or interest therein, including, but not limited to, the Lenders shall have following actions, each of which may be pursued concurrently or otherwise, at such time and in such order as Mortgagee may determine, in its sole discretion, without impairing or otherwise affecting the other rights and remedies of Mortgagee (i) enter into or upon the Real Property, either personally or by its agents, nominees or attorneys and dispossess Mortgagor and its agents and servants therefrom, and thereupon Mortgagee may (A) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the Mortgaged Property and conduct the business thereat, (B) complete any construction on the Mortgaged Property in such manner and form as Mortgagee deems advisable, (C) make alterations, additions, renewals, replacements and improvements to or on the Mortgaged Property, (D) exercise all rights and powers of Mortgagor with respect to the Mortgaged Property, whether in the name of Mortgagor or otherwise, including, without limitation, the right to make, cancel, enforce or modify leases, obtain and evict tenants and demand, sue for, collect and xxceive all earnings, revenues, rents, issues, profits and other income of the Mortgaged Property and every part thereof and (but not E) apply the obligation) receipts from the Mortgaged Property to cause the default or defaults under such Material Agreement to be remedied payment of the Indebtedness, after deducting therefrom all expenses (including without limitation by paying any unpaid amount thereunderreasonable attorneys' fees and expenses) and otherwise exercise any incurred in connection with the aforesaid operations and all amounts necessary to pay the taxes, assessments, insurance and other charges in connection with the Mortgaged Property, as well as just and reasonable compensation for the services of Mortgagee and its counsel, agents and employees, or (ii) institute proceedings for the complete foreclosure of this Mortgage in which case the Mortgaged Property may be sold for cash or upon credit in one or more parcels, or (iii) with or without entry, to the extent permitted and pursuant to the procedures provided by applicable law, institute proceedings for the partial foreclosure of this Mortgage for the portion of the Indebtedness then due and payable, subject to the continuing lien of this Mortgage for the balance of the Indebtedness not then due, or (iv) sell for cash or upon credit the Mortgaged Property or any part thereof and all or any part of any estate, claim, demand, right, title and interest of Mortgagor therein and rights of such Obligor redemption thereof, pursuant to power of sale or Subsidiaryotherwise, at one or more sales, as the case may bean entity or in parcels, thereunderat such time and place, upon such terms and after such notice thereof as may be necessary to prevent required or cure permitted by law, and in the event of a sale, by foreclosure or otherwise, of less than all of the Mortgaged Property, this Mortgage shall continue as a lien on the remaining portion of or estate in the Mortgaged Property, or (v) institute an action, suit or proceeding in equity for the specific performance of any default and covenant, condition or agreement contained herein or in the Note or any other Loan Document, or (vi) recover judgment on the Note or any Guaranty either before, during or after any proceedings for the enforcement of this Mortgage, or (vii) pursue such other remedies as Mortgagee may have under applicable law. (b) without limiting the foregoingThe purchase money proceeds or avails of any sale made under or by virtue of this Paragraph 21, upon together with any such defaultother sums which then may be held by Mortgagee under this Mortgage, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default whether under the applicable Material Agreement provisions of this Paragraph 21 or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 otherwise, shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act applied as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documents.follows:

Additional Remedies. Upon any acceleration of the Note and the Certificates pursuant to this Section 9.02, no Borrowings thereafter will be made, and the Collateral Agent and other Secured Parties shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of each applicable jurisdiction and other applicable laws to a secured party, which rights shall be cumulative. Upon the occurrence acceleration of the Note and during the continuance of any Event of Default, (a) if any Obligor or any of its Subsidiaries shall be in default under a Material AgreementCertificates, the Lenders Collateral Agent may, and upon written direction from shall have (unless otherwise instructed by the right Majority Liquidity Providers shall,) take all lawful action at the Administrator's expense (but not the obligationfor reasonable costs and expenses) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights rights, remedies, powers and privileges lawfully available to the Collateral Agent to the extent and in the manner directed by either the Majority Liquidity Providers or, in the absence of such Obligor or Subsidiarydirection, as the case may beCollateral Agent itself, thereunder, as may be necessary to prevent or cure any including the transmission of notices of default and the institution of legal or administrative actions or proceedings to compel or secure performance by the Borrower or the Servicer and to exercise any other remedies available to a secured party. If an Event of Default shall have occurred and be continuing, the Collateral Agent, at the direction of shall (bunless otherwise instructed by the Majority Liquidity Providers, shall) without direct Borrower to exercise all rights, remedies, powers, privileges and claims of Borrower against the Servicer or any other party under or in connection with the Transaction Documents, including the right or power to take any action to compel performance or observance by the Servicer or such other party of its obligations to Borrower, and the right to give any consent, request, notice, direction, approval, extension or waiver in respect of any Transaction Document. If Borrower shall have failed, within five (5) Business Days of receiving the directions of the Collateral Agent, to satisfactorily undertake such directed actions, the Collateral Agent may take such previously directed actions on behalf of Borrower and the Secured Parties. Without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests acceleration of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower Note and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent Certificates pursuant to this Section 11.03 9.02, the Collateral Agent shall automatically and without further action be added have (unless otherwise instructed by the right to Majority Liquidity Providers) give notice to the outstanding principal amount Servicer, each Depository Bank and each Transportation Agent to cease distributing cash and to arrange for the return (on the earlier of (i) two (2) Business Days prior to the next Settlement Date and (ii) the next cycled service visit to the ATMs serviced by such Transportation Agent) of all of the Term Loan and shall Cash in the possession of such Depository Bank or Transportation Agent or any ATM serviced by such Transportation Agent (all such Cash to be a “Term Loan” for purposes of this Agreement and deposited in the other Loan DocumentsCredit Balance Settlement Account).

Additional Remedies. Upon the occurrence and during the continuance of any Event of Default, (a) if In addition to any Obligor or other remedies Lender may have under any of its Subsidiaries shall be in default under a Material Agreementthe other Loan Documents, the Lenders shall have rights and remedies of a secured party under the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying UCC and any unpaid amount thereunder) additional rights and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, remedies as may be necessary provided to prevent or cure a secured party in any default and (b) without limiting jurisdiction in which the foregoingCollateral is located, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default hereunder, Lender shall have the right to advance funds in excess take immediate and exclusive possession and control of the Commitments Collateral not already in Lender’s possession. (b) After the occurrence of an Event of Default, Lender shall have the right to receive, endorse, assign or deliver in Xxxxxx’s own name or the name of Borrower any and all checks, drafts and other instruments for the payment of money relating to the Collateral, and Borrower hereby waives notice of presentment, protest and nonpayment of any instruments so endorsed. Lender shall not, under any circumstances or in any event whatsoever, have any liability for any error or omission or delivery of any kind made in the settlement, collection or payment of any of the Collateral or of any instrument received in payment therefor or for any damage resulting therefrom other than arising from Lender’s sole gross negligence or willful misconduct. The costs of collection, notification and enforcement, including but not limited to reasonable attorney’s fees and out-of-pocket expenses, shall be borne solely by Borrower. (c) After the occurrence of an Event of Default, the Borrower will, upon receipt by it of any sums for or on account of the Collateral, or of any check, draft, note, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Lender in precisely the form received, and will forthwith, without any notice or demand whatsoever (all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien notices, demands or other actions on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf part of the Administrative Agent pursuant to this Section 11.03 shall automatically Lender being hereby expressly waived), endorse, transfer and without further action be added deliver any such sums or instruments, or both, to the outstanding principal amount Lender, for application to the payment of the Term Loan Loans in the Lender’s sole and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentsabsolute discretion.

Additional Remedies. Upon the occurrence and during the continuance of any Event of Default, (a) if In case any Obligor one or more Events of Default shall occur and be continuing, (x) the holder of any Note then outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any other Loan Document, or for an injunction against a violation of any of its Subsidiaries the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law, or for any other remedy (including, without limitation, damages) and/or (y) the Agent may exercise any or all remedies under the Collateral Documents. (b) In case of a default in the payment of any principal of or interest on any Note, or a default in the payment of any other amount owing under any Loan Document, or a default in the observance of any other agreement or covenant of the Company or Holdings in any Loan Document, Holdings and the Company jointly and severally agree to pay to the holders of the Notes and the holders of the Warrants, as applicable, in addition to any interest or premium otherwise required, such further amount as shall be sufficient to cover any and all costs and expenses of enforcement and collection, including, without limitation, reasonable attorneys' fees and expenses. (c) No course of dealing and no delay on the part of any holder of any Note or Warrant in default under exercising any rights or remedies shall operate as a Material Agreementwaiver thereof or otherwise prejudice such holder's rights. No right or remedy conferred hereby or by any other Loan Document shall be exclusive of any other right or remedy referred to herein or therein or available at law, in equity, by statute or otherwise. (d) Each of the Purchasers and the holders of the Notes, the Lenders shall Warrants and the Shares shall, in addition to other remedies provided by law, have the right (but not and remedy to have the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation provisions of any Loan Document specifically enforced by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiarycourt having equity jurisdiction, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood acknowledged and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent any breach or any Lender on behalf threatened breach of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added provisions of any Loan Document will cause irreparable injury to the outstanding principal amount of the Term Loan Purchasers and shall be a “Term Loan” for purposes of this Agreement such holders and the other Loan Documents.that money

Additional Remedies. Upon any acceleration of the Note and the Certificates pursuant to this SECTION 9.02, no Borrowings thereafter will be made, and the Collateral Agent and other Secured Parties shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of each applicable jurisdiction and other applicable laws to a secured party, which rights shall be cumulative. Upon the occurrence acceleration of the Note and during the continuance of any Event of Default, (a) if any Obligor or any of its Subsidiaries shall be in default under a Material AgreementCertificates, the Lenders shall have Collateral Agent may, and upon written direction from the right Majority Liquidity Providers shall, take all lawful action at the Administrator's expense (but not the obligationfor reasonable costs and expenses) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights rights, remedies, powers and privileges lawfully available to the Collateral Agent to the extent and in the manner directed by either the Majority Liquidity Providers or, in the absence of such Obligor or Subsidiarydirection, as the case may beCollateral Agent itself, thereunder, as may be necessary to prevent or cure any including the transmission of notices of default and the institution of legal or administrative actions or proceedings to compel or secure performance by the Borrower or the Servicer and to exercise any other remedies available to a secured party. If an Event of Default shall have occurred and be continuing, the Collateral Agent, at the direction of the Majority Liquidity Providers, shall direct Borrower to exercise all rights, remedies, powers, privileges and claims of Borrower against the Servicer or any other party under or in connection with the Transaction Documents, including the right or power to take any action to compel performance or observance by the Servicer or such other party of its obligations to Borrower, and the right to give any consent, request, notice, direction, approval, extension or waiver in respect of any Transaction Document. If Borrower shall have failed, within five (b5) without Business Days of receiving the directions of the Collateral Agent, to satisfactorily undertake such directed actions, the Collateral Agent may take such previously directed actions on behalf of Borrower and the Secured Parties. Without limiting the foregoing, upon any such defaultthe acceleration of the Note and the Certificates pursuant to this SECTION 9.02, each Obligor the Collateral Agent shall promptly execute, acknowledge and deliver have the right to give notice to the Lenders Servicer and each Transportation Agent to arrange for the return (on the earlier of (i) two (2) Business Days prior to the next Settlement Date and (ii) the next cycled service visit to the ATMs serviced by such instruments as may reasonably be required Transportation Agent) of all of the Cash in the possession of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Transportation Agent or any Lender on behalf of ATM serviced by such Transportation Agent (all such Cash to be deposited in the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan DocumentsCredit Balance Settlement Account).

Additional Remedies. Upon In addition to any and all other rights available to the occurrence Bank at law or in equity or pursuant to any other agreement or Loan Document or otherwise, the Bank shall have the following additional rights and during remedies after an Event of Defau1t: (a) All of the continuance rights and remedies of a secured party under the Uniform Commercial Code or any other applicable law or at equity, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by law, in addition to any other rights and remedies contained in this Agreement, any other Loan Document or in any other document, instrument or agreement evidencing, governing or securing the Obligations. (b) The right to (i) take possession of the Collateral, without resort to legal process and without prior notice to any Borrower, and for that purpose each Borrower hereby irrevocably appoints the Bank its attorney-in-fact to enter upon any premises on which the Collateral or any part thereof may be situated and remove the Collateral therefrom, or (ii) require the Borrowers or any of them to assemble the Collateral and make it available to the Bank in a place to be designated by the Bank, in its sole discretion. The Borrowers shall make available to the Bank all premises, locations and facilities necessary for the Bank's taking possession of the Collateral or for removing or putting the Collateral in saleable form. (d) To effectuate the terms and provisions hereof, each Borrower hereby designates and appoints Bank and each of its designees or agents as attorney-in-fact of such Borrower, irrevocably and with power of substitution, without prior notice to any Borrower and without the need to resort to legal process, with authority to: (i) endorse the name of Borrower on any notes, acceptances, checks, drafts, money orders, instruments or other evidences of Collateral that may come into Bank's possession; (ii) sign the name of Borrower on any invoices, documents, drafts against and notices to account debtors or obligors of the Borrower, or assignments and requests for verification of accounts; (iii) execute proofs of claim and loss; (iv) execute endorsements, assignments or other instruments of conveyance or transfer; (v) adjust and compromise any claims under insurance policies or otherwise; (vi) execute releases; (vii) upon and after any Default or Event of Default, (a) if any Obligor or any receive, open and dispose of its Subsidiaries shall be in default under a Material Agreement, all mail addressed to Borrower and notify the Lenders shall have Post Office authorities to change the right (but not the obligation) address for delivery of mail addressed to cause the default or defaults under Borrower to such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) address as Bank may designate and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge date and deliver to the Lenders Post Office the executed order of Borrower in the form annexed as Schedule C hereto; (viii) notify and direct any and all persons liable for payment of all accounts (as defined in the Uniform Commercial Code) to make payments directly to the Bank and to perform all acts the Borrower could take to collect such instruments as may reasonably be required of such Obligor accounts; and (ix) do all other acts and things necessary or advisable, to permit carry out and enforce this Agreement, the Lenders to cure any default other Loan Documents and/or the Obligations. All acts done under the applicable Material Agreement foregoing authorization are hereby ratified and approved by each Borrower and neither Bank nor any designee or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 agent thereof shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”liable for any acts of commission or omission for any error of judgment or for any mistake of fact or law except for Bank's gross negligence or willful misconduct. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full This power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it attorney, being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentsinterest, is irrevocable.

Additional Remedies. Upon demand of payment of all amounts due hereunder, or upon the occurrence and during the continuance of any Event of DefaultDefault and at any time thereafter, (Bank shall have all of the rights and remedies of a secured party upon default under the Massachusetts Uniform Commercial Code, in addition to which Bank shall have all of the following rights and remedies: a) if any Obligor or any of its Subsidiaries shall be in default to collect Borrower’s accounts (without intending to limit Bank’s rights under a Material Agreement, the Lenders shall have the right (but not the obligationparagraph 2(f); b) to cause take possession of the default Collateral; c) to sell, lease, or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise dispose of any and all rights of the Collateral in its then condition following such Obligor preparation or Subsidiary, processing as Bank deems advisable. Any sale or other disposition of the case may be, thereunder, as Collateral may be necessary at public or private sale upon such terms and in such manner as Bank deems advisable having due regard to prevent compliance with any statute or cure any default and (b) without limiting regulation which might affect, limit, or apply to Bank’s disposition of the foregoing, upon Collateral. Bank may conduct any such defaultsale or other disposition of the Collateral upon Borrower’s premises. It is agreed that five (5) days’ notice before the time of any proposed sale shall be reasonable notice, each Obligor but that no notice need be given if any or all of the Collateral is perishable or threatened with significant decline in value; d) in connection with Bank’s exercise of Bank’s rights hereunder, Bank may enter upon, occupy, and use any premises owned or occupied by Borrower, and may exclude Borrower from such premises. Bank shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably not be required of such Obligor to permit the Lenders to cure remove any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the LendersCollateral from any such premises. Any amounts paid In no event shall Bank be liable to Borrower for use or occupancy by Bank of any premises, nor for any charge (such as wages for Borrower’s employees and utilities) incurred in connection with the Lenders pursuant to exercise of Bank’s rights and in accordance with this Section 11.03 remedies; e) the proceeds of any collection or of any sale of the Collateral shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring applied toward any of them Borrower’s loan or loans in such order and manner as Bank may determine in Bank’s sole discretion. Borrower shall remain liable to act as suchBank for any deficiency remaining following such applications; and f) with full power of substitution after Bank may require Borrower to assemble the occurrence Collateral and during the continuance of an Event of Default make it available to advance funds in excess of the Commitments Bank, at Borrower’s sole risk and expense, at a place or places designated by Bank which are reasonably convenient to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentsboth.

Additional Remedies. In the event of a Default under the Plan or Event of Default as defined in the EGC Loan Agreement, or any default under any other document, instrument or agreement evidencing all or any part of the Senior Indebtedness, or any other failure of Borrower to pay any portion of the principal of, premium, if any, or interest on any Senior Indebtedness as and when due and payable (as a result of maturity, acceleration or otherwise), or if Borrowers’ Chapter 11 proceeding is converted to a proceeding under Chapter 7, or if an operating trustee is appointed, then in such event: (a) the Borrower shall immediately be prohibited from use of any cash collateral, and (i) the Senior Indebtedness shall become immediately due and payable; (ii) Senior Lender may charge the Borrower the default rate of interest as set forth in the EGC Loan Agreement on all then outstanding Senior Indebtedness; and (iii) the Borrower and the Subordinated Lender shall be deemed to have irrevocably: (x) consented to the enforcement of the rights set forth in this Agreement; (y) expressly waived all rights (including, without limitation, all rights under § 105 of the Bankruptcy Code) to object to, contest, enjoin or otherwise hinder, impair or interfere with the enforcement of the Senior Lender’s rights, and (z) consented that any purported or actual attempt by the Borrower to cure an Event of Default subsequent to the expiration of any applicable grace period set forth in the EGC Loan Agreement shall not in any manner render moot or prevent the enforcement of the Senior Lender’s rights. The exercise of any option is not exclusive of any other option which may be exercised at any time by Senior Lender; (b) The Bankruptcy Court (the “Court”) shall hold a hearing within three (3) business days after written notice provided by Senior Lender to counsel to the Borrower, the U.S. Trustee, counsel to the Subordinated Lender Vision and counsel to any committee of the occurrence of one or more Events of Default, for relief from the automatic stay imposed by §362 of the Bankruptcy Code in order to enforce the rights and remedies available to Senior Lender under the EGC Loan Agreement and this Agreement; (c) Upon the occurrence and during the continuance of any Event one or more Events of Default, on two (a2) if any Obligor business days’ prior written notice by facsimile or any of its Subsidiaries email transmission to counsel to the Borrower, the unsecured creditor’s committee (the “Committee”), the Subordinated Lender and the U.S. Trustee (which notice shall be in default under a Material Agreementgood and sufficient notice), the Lenders Senior Lender shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and an expedited hearing for an order appointing a Chapter 11 trustee in accordance with this Section 11.03 1104 of the Bankruptcy Code. Upon the appointment of such a trustee, Senior Lender may provide debtor-in-possession financing to the Borrower, in Senior Lender’s sole discretion, in an amount to be determined for the period from the date of the appointment of the trustee through the date of the sale of the Borrower’s assets, which financing shall be payable on demand deemed to be advanced under the debtor in possession financing approved by the ObligorsCourt and/or provided in the Plan; (d) Upon the occurrence of any one or more Events of Default, on two (2) business days’ prior written notice by facsimile or email transmission to counsel to the Borrower, the Committee, the Subordinated Lender and the U.S. Trustee (which notice shall accrue interest at be good and sufficient notice), Senior Lender shall have the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and right to an expedited hearing to request that an absolute auction sale in no way limiting the foregoing, each accordance with §363 of the authorized representatives Bankruptcy Code of the Administrative Agent is hereby irrevocably madeBorrower’s interests in any of its assets on such terms as the Court shall find appropriate; provided, constituted and appointed however, that the true and lawful attorney for Borrower sale shall take place on no less than 15 days notice, and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 minimum bid shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to less than the outstanding principal amount of the Term Loan and Senior Indebtedness, plus $100,000. All proceeds from the sale of Borrower’s assets shall be a “Term Loan” for purposes first applied to the Senior Indebtedness; and (e) On the effective date of this Agreement the Plan, the Borrower will issue amended and the other Loan Documentsrestated loan documents to reflect their secured obligations to Senior Lender in form and substance acceptable to Senior Lender.

Additional Remedies. Upon the occurrence and during the continuance of any Event of DefaultDefault specified in the Loan Agreement, the Indenture or herein, the Assignee may, at its option, in addition to any remedies set forth in Section 6 hereof, at any time: (a) if any Obligor in the name, place and stead of the Assignor and without becoming a mortgagee in possession (i) enter upon, manage and operate the Mortgaged Property or retain the services of one or more independent contractors to manage and operate all or any part of its Subsidiaries shall be in default the Mortgaged Property; (ii) make, enforce, modify and accept surrender of the Leases; (iii) obtain or evict tenants, collect, sue for, fix or xxxxxx the Rents and enforce all rights of the Assignor under a Material Agreement, the Lenders shall have the right Leases; and (but not the obligationiv) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise perform any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as other acts that may be necessary or proper to prevent or cure any default and protect the security of this Assignment; (b) with or without limiting exercising the foregoingrights set forth in subsection (a) above, upon give or require the Assignor to give, notice to any such default, each Obligor shall promptly execute, acknowledge or all tenants under the Leases authorizing and deliver directing the tenants to pay all Rents under the Leases directly to the Lenders Assignee; and (c) without regard to waste, adequacy of the security or solvency of the Assignor, apply for, and the Assignor hereby consents to, the appointment of a receiver of the Mortgaged Property, whether or not foreclosure proceedings have been commenced under this Subordinate Mortgage, and if such instruments as may reasonably be required proceedings have been commenced, whether or not a foreclosure sale has occurred. The exercise of such Obligor any of the foregoing rights or remedies and the application of the rents, profits and income pursuant to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to Section 20 hereof shall not cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring waive any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess (or notice of the Commitments to pay all amounts necessary default) under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent Subordinate Mortgage or invalidate any Lender on behalf of the Administrative Agent act done pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentssuch notice.

Additional Remedies. Upon the occurrence and during the continuance of any Event of Default, (a) if any Obligor or A. If Mortgagors should fail to comply with any of the covenants or obligations of Mortgagors hereunder, then Mortgagee or its Subsidiaries attorney in fact or agent may perform the same for the account and at the expense of Mortgagors but shall not be in default under a Material Agreementobligated so to do, the Lenders shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor 1346039v5 20 expenses incurred or Subsidiarypaid in so doing shall be payable by Mortgagors to Mortgagee, as with interest at the case may berate agreed upon in the Credit Agreement, thereunderfrom the date when same was so incurred or paid, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 amount thereof shall be payable on demand and shall be secured by and under this Mortgage, and the amount and nature of such expense and the time when paid shall be presumptively established by the Obligorsaffidavit of Mortgagee or any officer or agent thereof, shall accrue interest at or by the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance affidavit of and any attorney in no way limiting fact or agent acting hereunder; provided, however, that the foregoing, each exercise of the authorized representatives privileges granted in this paragraph shall not be considered or constitute a waiver of the Administrative Agent is hereby irrevocably made, constituted and appointed right of Mortgagee upon the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance happening of an Event of Default hereunder to advance funds declare the Secured Indebtedness at once due and payable but shall be cumulative of such right and all other rights herein given. B. To the extent permitted by Applicable Law, in excess case any one or more of the Commitments Events of Default shall occur, then in each and every such case Mortgagee, whether or not the Secured Indebtedness shall have been declared due and payable, in addition to pay the other rights and remedies hereunder, may exercise the following additional remedy, but shall not be obligated so to do: Mortgagee or its attorney in fact or agent may enter into and upon and take possession of all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on or any part of the Mortgaged Premises Property and each and every part thereof and may exclude Mortgagors, their agents and servants wholly therefrom and have, hold, use, operate, manage and control the Mortgaged Property and each and every part thereof and produce the oil, gas and other minerals therefrom and market the same, all at the sole risk and expense of Mortgagors and at the expense of the Mortgaged Property, applying the net proceeds so derived, first, to the cost of maintenance and operation of such Mortgaged Property; second, to the payment of all Secured Indebtedness secured hereby, principal and interest, application to be made first to interest and then to principal; and the balance thereof, if any, shall be paid to Mortgagor. Upon such payment of all such costs and Secured Indebtedness, the Mortgaged Property shall be returned to Mortgagors in its then condition and Mortgagee shall not be liable to Mortgagors for any damage or injury to the Mortgaged Property except such as may be caused through his, its or their fraud or willful misconduct. C. To the extent permitted by Applicable Law, Mortgagors do hereby designate Mortgagee as Mortgagors’ agent to exercise each and every remedy set forth herein and to terminate the S/I Deed of Trust conduct any and the S/I Warranty all operations and Reverter Deed; it being understood take any and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revokedall action reasonably necessary to do so. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documents.1346039v5 21

Additional Remedies. Upon (a) If Agent receives any payments of any kind with respect to any Collateral, forecloses on any Collateral, or otherwise receives any proceeds of any Collateral, (i) Agent shall apply all such payments, net proceeds of such foreclosure or other proceeds of Collateral first to repay the occurrence Loans,any Obligations relating to the Tranche A Term Loans on a pro rata basis until repayment in full in cash of all such Obligations and, the balance of such net proceeds or payments, if any, to any Obligations relating to the Tranche B Term Loans on a pro rata basis, (ii) the Loans shall be reduced to the extent of such net proceeds and during (iii) the remaining portion of the Loans shall remain outstanding and secured by the remaining Collateral. At the election of Agentthe Required Lenders, the Notes shall be deemed to have been accelerated only to the extent of the net proceeds actually received by Agent with respect to the Collateral and applied in reduction of the Loans as provided above. (b) During the continuance of any Event of Default, (a) if Agent may, but without any Obligor obligation to do so and without notice to or demand on Borrowers and without releasing Borrowers from any obligation hereunder, with the written consent of its Subsidiaries shall be in default under a Material Agreementthe Required Lenders, the Lenders shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying take any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders action to cure such Event of Default. During the continuance of any default under any of the Ground Leases as to which Borrowers have received a notice of default and as to which, in the Required Lender’s reasonable discretion, Borrowers are not in the process of timely curing the same pursuant to all applicable Material Agreement notice and cure periods under such Ground Xxxxxx.Xxxxx, Agent may, without any obligation to do so, or permit at the Lenders request of the Required Lenders, shall, and without notice to or demand on Borrower and without releasing Borrowers from any obligation hereunder, take any action to cure such default. Agent may enter upon any or all of the Properties, subject to the rights of the lessors under the Ground Leases and subject to the rights of all tenants, licensees and concessionaires of Borrowers, upon reasonable notice to Borrowers for such purposes or appear in, defend, or bring any action or proceeding to protect its interest in the Collateral or to foreclose the Mortgages or collect the Loans. The costs and expenses incurred by Agent in exercising rights under this paragraph shall be secured by the Mortgages. (c) Notwithstanding the availability of legal remedies, Agent will be entitled to obtain specific performance, mandatory or prohibitory injunctive relief, or other action required to enable the Lenders equitable relief requiring Borrowers to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors refrain from repeating any Default. (without requiring any of them to act as suchd) with full power of substitution after Upon the occurrence and during the continuance of an Event of Default Default, Agent shall have the right from time to advance funds in excess of time to sever the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement Note and the other Loan Documents into one or more separate notes, mortgages and other security documents (the “Severed Loan Documents”) in such denominations as Agent shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrowers shall execute and deliver to Agent from time to time, promptly after the request of Agent, a severance agreement and such other documents as Agent shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Agentthe Required Lenders. Borrowers hereby absolutely and irrevocably appoints Agent as their true and lawful attorney, coupled with an interest, in its name and stead to execute the Severed Loan Documents (Borrowers ratifying all that their said attorney shall do by virtue thereof); provided, however, that Agent shall not make or execute any such Severed Loan Documents under such power until the expiration of three days after written notice has been given to Borrowers by Agent of Agent’s intent to exercise its rights under the aforesaid power. Borrowers shall be obligated to pay any costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents. The Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents, and any such representations and warranties contained in the Severed Loan Documents will be given by Borrowers only as of the Effective Date. (e) In any Insolvency Proceeding, each Tranche A Term Lender that is an Affiliate of a Loan Party and each Tranche B Term Lender agrees to execute, verify, deliver and file any proofs of claim in respect of the Obligations relating to the Term Loans requested by the Required Non-Affiliated Tranche A Lenders in connection with any such Insolvency Proceeding and hereby irrevocably authorizes, empowers and appoints the Agent (at the direction of the Required Non-Affiliated Tranche A Lenders) its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of any such Term Loan Lender promptly to do so prior to 10 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Insolvency Proceeding upon the failure of any Term Loan Lender to do so prior to 5 days before the expiration of the time to vote any such claim; provided the Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim unless directed to do so by the Required Non-Affiliated Tranche A Lenders. In the event that the Agent (at the direction of the Required Non-Affiliated Tranche A Lenders) votes any claim in accordance with the authority granted hereby, no Term Loan Lender shall be entitled to change or withdraw such vote.

Additional Remedies. Upon the occurrence and during the continuance of any Event of Defaultthe events specified in Section 21.1.4 or Section 21.1.5, if Landlord shall elect not to exercise, or by law shall not be able to exercise, its right hereunder to terminate this Lease, then, in addition to any other rights or remedies of Landlord under this Lease or provided by law, (ai) if Landlord shall not be obligated to provide Tenant with any Obligor of the services specified in Article 12, or otherwise specified in the Lease unless Landlord has received compensation in advance for such services, and the parties agree that Landlord's reasonable estimate of the compensation required with respect to such services shall control; and (ii) neither Tenant, as debtor in possession, nor any trustee or other person (collectively, the "Assuming Tenant") shall be entitled to assume this Lease, unless on or before the date of such assumption, the Assuming Tenant (A) cures, or provides adequate assurance that such Assuming Tenant will promptly cure, any existing default under this Lease; (B) compensates, or provides adequate assurance that the Assuming Tenant will promptly compensate Landlord for any loss (including, without limitation, reasonable attorneys' fees and disbursements, including on appeal and in connection with any bankruptcy) resulting from such default; and (C) provides adequate assurance of future performance under this Lease. Tenant covenants and agrees that, for such purposes (i) any cure or compensation shall be effected by the immediate payment of any monetary default or any required compensation, or the immediate correction acceptable to Landlord of its Subsidiaries any non-monetary default; (ii) any "adequate assurance" of such cure or compensation shall be effected by the establishment of an escrow fund for the amount at issue or by other method acceptable to Landlord; and (iii) "adequate assurance" of future performance shall be effected by the establishment of an escrow fund for the amount at issue or other method acceptable to Landlord. Provided, further, upon the occurrence of any of the events specified in default under a Material Agreement, Section 21.1.4 prior to the Lenders shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, date fixed as the case may beCommencement Date (whether or not such default is cured within the time period, thereunderif any, as may provided in such Article), this Lease shall IPSO FACTO be necessary canceled and terminated. In such event, (i) neither Tenant nor any person claiming through or under Tenant, or by virtue of any statute or order of any Court, shall be entitled to prevent or cure any default possession of the Premises; and (bii) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver in addition to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable rights and remedies provided in this Article 22, (A) Landlord may retain as damages any Rent, Security Deposit (if any) or monies received from Tenant or others on account of Tenant and (B) the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 Concession Advance shall be payable on demand by immediately due and payable. The foregoing is a material consideration to Landlord for the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes execution of this Agreement and the other Loan DocumentsLease.

Additional Remedies. Upon If this Lease shall be terminated as provided in this paragraph, or by summary proceedings or otherwise, and whether or not the occurrence Leased Premises shall be relet, upon Tenant’s default and during the continuance termination of this Lease as aforesaid, all Base Rent, all Additional Rent and any other charges and assessments against Tenant due or to become due under this Lease as if the same had not been terminated, shall immediately become due and payable. It is expressly agreed that the forbearance on the part of the Landlord in the institution of any Event suit or entry of Default, (a) if judgment for any Obligor or any part of its Subsidiaries shall be in default under a Material Agreement, the Lenders shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver rent herein reserved to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 Landlord shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting serve as a defense against nor prejudice a subsequent action for such rent. In addition to the foregoingmonies due set forth above Landlord shall also be entitled to recover from the Tenant, each and the Tenant shall pay to the Landlord i) an amount equal to all expenses, including reasonable attorney’s fees (including appeals) incurred by the Landlord in recovering possession of the authorized representatives Leased Premises, and ii) all reasonable costs and charges for the care of the Administrative Agent is hereby irrevocably madeLeased Premises while vacant, constituted and appointed iii) an amount equal to all expenses incurred by the true and lawful attorney for Borrower Landlord in connection with the reletting of the Leased Premises or any part thereof, including broker’s commissions, advertising expenses, and the other Obligors (without requiring any cost of them to act as such) with full power of substitution after repairing, renovating or remodeling the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all Leased Premises, which amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest due and cannot be revoked. All amounts advanced payable by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added Tenant to the outstanding principal amount of Landlord at such times as the Term Loan expenses, costs and charges shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentshave been incurred.

Additional Remedies. Upon the occurrence In addition to all remedies conferred it by law and during the continuance of any Event of Default, (a) if any Obligor or any of its Subsidiaries shall be in default under a Material Agreement, the Lenders shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes terms of this Agreement and the other Loan Documents, upon the occurrence and during the existence of an Event of Default, Agent (for the benefit of Lenders) may pursue any one or more of the following remedies concurrently or successively, on its own or through a court appointed receiver, it being the intent hereof that none of such remedies shall be to the exclusion of any other, and with full rights to reimbursement from Borrowers and any Guarantor: (a) take possession of the Properties and complete any work (including any Lease Alterations) at the Properties, including the right to avail itself of and procure performance of existing contracts or let contracts or contractors or others and to employ watchmen to protect the Properties from injury. Without restricting the generality of the foregoing and for the purposes aforesaid to be exercised during the existence and continuance of an Event of Default, Borrowers hereby appoint and constitute Agent (for the benefit of Lender) its lawful attorney-in-fact with full power of substitution to complete any work (including any Lease Alterations) at the Properties in the name of Borrowers; (b) except as set forth herein, use Reserve Funds to complete any work or other improvements (including any Lease Alterations) at the Properties; (c) enter into change orders which shall be necessary or desirable to complete any work (including any Lease Alterations) at the Properties; (d) retain or employ new general contractors, subcontractors, architects, engineers and inspectors as shall be required for said purposes; to pay, settle or compromise all existing bills and claims which may be liens or security interests, or to avoid such bills and claims becoming liens against the Properties, or as may be necessary or desirable for the completion of any construction work at the Properties or for the clearance of title to the Properties; (e) execute all applications and certificates in the name of Borrowers which may be required by any of contracts or other agreements; (f) prosecute and defend all actions or proceedings in connection with any work (including any Lease Alterations) at the Properties; and (g) take any action and require such performance as it deems necessary to be furnished hereunder and to make settlements and compromises with the surety or sureties thereunder, and in connection therewith, to execute instruments of release and satisfaction.

Additional Remedies. Upon After an Acceleration, a Termination or a Maturity, the occurrence Mortgagee, at its option, in addition to the other remedies provided herein or in law or equity, may proceed to enter upon, take possession of, and during manage and operate the continuance Property and may proceed to perform any or all obligations of the Mortgagor under the Leases, and exercise the rights of the Mortgagor contained therein as fully as the Mortgagor itself could, without regard to the adequacy of security for the indebtedness hereby secured and with or without bringing any legal action or causing any receiver to be appointed by any court; may let or re-let the Property or any part thereof and enforce, modify, cancel or accept the surrender of any Event of Default, (a) if the Leases; may bring or defend any Obligor suits in connection with the possession of the Property or any part thereof, in the name of its Subsidiaries shall be in default under a Material Agreement, either the Lenders shall have Mortgagor or the right (but not the obligation) to cause the default or defaults under Mortgagee; may make such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, repairs as the case Mortgagee may bedeem appropriate; may pay out of rents, thereunderincome or profits any liens, as taxes, assessments, insurance premiums, utility charges or costs of keeping the Property in good condition and repair; may be in the name of either the Mortgagor or the Mortgagee sue xxx or otherwise collect and receive all rents, issues and profits, including those past due and unpaid; and may do all other things the Mortgagee may deem necessary or proper to prevent or cure any default protect its security. Entry upon and (b) without limiting taking possession of the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge Property and deliver to the Lenders such instruments as may reasonably be required collection of such Obligor to permit the Lenders rents and the application thereof will not operate to cure or waive any default under any instrument given by the applicable Material Agreement Mortgagor to the Mortgagee or permit prohibit the Lenders to take taking of any other action by the Mortgagee under any such other action required instrument, or at law or in equity to enable enforce the Lenders to cure or remedy the matter in default and preserve the interests payment of the Lendersindebtedness secured hereby or to realize on any other security or guarantee." Signed and acknowledged in the presence of: KRUG XXXERNATIONAL CORP. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the ObligorsBy: By: ---------------------------- ------------------------ Print Name: Print Name: Thomxx X. Xxxx -------------------- Title: Vice President By: Finance/Treasurer ---------------------------- Print Name: -------------------- CORESTATES BANK, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoingN.A., each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documents.AS ADMINISTRATIVE AGENT By: ---------------------------- Print Name: --------------------

Additional Remedies. Upon the occurrence and during the continuance of any Event of Default, (a) if In addition to any Obligor or other remedies Lender may have under any of its Subsidiaries shall be in default under a Material Agreementthe other Loan Documents, the Lenders shall have rights and remedies of a secured party under the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying UCC and any unpaid amount thereunder) additional rights and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, remedies as may be necessary provided to prevent or cure a secured party in any default and (b) without limiting jurisdiction in which the foregoingCollateral is located, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default hereunder, Lender shall have the right to advance funds in excess take immediate and exclusive possession and control of the Commitments Collateral not already in Lender’s possession. (b) After the occurrence of an Event of Default, Lender shall have the right to receive, endorse, assign or deliver in Lxxxxx’s own name or the name of Borrower any and all checks, drafts and other instruments for the payment of money relating to the Collateral, and Borrower hereby waives notice of presentment, protest and nonpayment of any instruments so endorsed. Lender shall not, under any circumstances or in any event whatsoever, have any liability for any error or omission or delivery of any kind made in the settlement, collection or payment of any of the Collateral or of any instrument received in payment therefor or for any damage resulting therefrom other than arising from Lender’s gross negligence or willful misconduct. The costs of collection, notification and enforcement, including but not limited to reasonable attorney’s fees and out-of-pocket expenses, shall be borne solely by Borrower. (c) After the occurrence of an Event of Default, the Borrower will, upon receipt by it of any sums for or on account of the Collateral, or of any check, draft, note, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Lender in precisely the form received, and will forthwith, without any notice or demand whatsoever (all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien notices, demands or other actions on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf part of the Administrative Agent pursuant to this Section 11.03 shall automatically Lender being hereby expressly waived), endorse, transfer and without further action be added deliver any such sums or instruments, or both, to the outstanding principal amount Lender, for application to the payment of the Term Loan Loans in the Lender’s sole and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentsabsolute discretion.

Additional Remedies. Upon If any such Tenant Default occurs, Landlord may utilize the occurrence remedy described in California Civil Code Section 1951.4 (which provides landlord may continue the lease in effect after a tenant’s breach and abandonment and recover Rent as it becomes due, if tenant has the right to sublet or assign subject to reasonable limitations). Accordingly, in the event of any Tenant Default and abandonment of the Premises by Tenant, if Landlord does not elect to terminate this Lease on account of such Tenant Default, then Landlord may from time-to-time, without terminating this Lease, enforce all of its rights and remedies under this Lease, including the right to recover all Rent as it becomes due. In the event of the Abandonment of the Premises by Tenant or in the event that Landlord utilizes the remedy described in this Section 25.3 above or shall take possession of the Premises pursuant to legal proceeding or pursuant to any notice provided by Law, then if Landlord does not elect to terminate this Lease as provided above, Landlord may from time to time, without terminating this Lease, either recover all Rent as it becomes due or seek to relet the Premises or any part thereof for the Term of this Lease on terms and conditions as Landlord in its sole discretion may deem advisable with the right to make alterations and repairs to the Premises. If Landlord shall elect to relet the Premises, such reletting shall not relieve Tenant of any obligation hereunder, except that the rents received by Landlord from such reletting shall be applied as follows: (a) first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord; (b) second, to the payment of any cost of such reletting; (c) third, to the payment of the cost of any alterations and repairs to the Premises; (d) fourth, to the payment of Rent due and unpaid hereunder and (e) the residue, if any, shall be held by Landlord and applied to payment of future Rent as the same may become due and payable hereunder. Should that portion of such rents received from such reletting during any month, which is applied to the payment of Rent hereunder, be less than the Rent payable during that month by Tenant hereunder, then Tenant shall pay such deficiency to Landlord immediately upon demand therefor by Landlord. Such deficiency shall be calculated and paid monthly. Tenant shall also pay to Landlord, as soon as ascertained, any costs and expenses, including reasonable attorneys’ fees, incurred by Landlord in such reletting or in making such alterations and repairs not covered by the rents received from such reletting. During the continuance of any Event of a Tenant Default, (a) if any Obligor or any of its Subsidiaries shall be in default under a Material Agreement, the Lenders Landlord shall have the right (but not to market the obligation) Premises to cause potential new tenants and may show the default or defaults under Premises to such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and potential new tenants during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentsnormal business hours.

Additional Remedies. Upon As an additional remedy if the occurrence Guarantor expends or advances any Secured Sums the Guarantor shall, after consulting with the Producer, have all or any of the following rights (either itself or by appointment of an agent, on such terms as to the compensation of such agent and during otherwise as the continuance of any Event of Default, Guarantor shall reasonably determine): (a) if To take possession of the Collateral or any Obligor part thereof; (b) To manage and control, or to supervise the management and control, of the business of the Producer in relation to the Film, and for this purpose to raise or borrow moneys upon the security of the Collateral or any part thereof, and to engage such personnel or such other companies as it shall consider necessary; (c) To enter into distribution, exhibition, sales and leasing agreements in relation to the Film or any of its Subsidiaries shall be the Collateral for any media and for any territories, and to make any settlements, arrangements and compromises, and to do such other acts and things in default under a Material Agreement, relation to the Lenders shall Film as the Producer would itself have the right (but not to do. Guarantor shall incur no liability to the obligation) to cause Producer in connection with Guarantor's performance under this paragraph 9 except as a result of Guarantor’s gross negligence. All such acts of the default or defaults under Guarantor shall be such Material Agreement as in its good faith judgment it considers to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as in the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the best interests of the LendersGuarantor, the Distributor, the Financier, and the Producer. Any amounts paid If called upon by the Lenders Guarantor, the Producer shall, without additional compensation, render such reasonable assistance to the Guarantor in connection with such action by the Guarantor or its appointee as the Guarantor may reasonably require from time to time provided that to the extent Producer has any costs in providing such services Producer shall notify Guarantor of what those costs are and Guarantor shall be obligated to reimburse Producer for such costs. The Producer irrevocably appoints the Guarantor its attorney- in-fact, with power to appoint other persons as attorney-in-fact, to execute such instruments in the name and stead of the Producer as they may consider necessary and proper in acting pursuant to this paragraph 9 should Producer fail to execute such documents within five (5) business days of its receipt of Guarantor’s request therefor. The powers and in accordance with authority of the Guarantor pursuant to this Section 11.03 paragraph 9 shall cease when the Guarantor has recouped the Secured Sums and has been irrevocably released from its obligations under the Completion Guaranty, without prejudice however to any acts done by the Guarantor or its appointee and the continued effectiveness of all instruments executed by them or either of them pursuant to this paragraph. Subject to the Prior Rights, all moneys received by the Guarantor or its appointee pursuant to the exercise of the Guarantor's powers and authority under this paragraph, which remain after payment or recoupment of all costs, charges and expenses incidental to the exercise of such powers and authority, and after payment of the Secured Sums, shall be payable on demand by paid to the Obligors, Producer or other party entitled thereto. Guarantor shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance provide Producer with copies of and all documents executed in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring Producer's name pursuant to any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in executed under this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan DocumentsCompletion Agreement.

Additional Remedies. Upon the occurrence In addition to, and during the continuance not in lieu of any Event of Defaultthe foregoing rights granted to SUBLANDLORD: WHEN THIS SUBLEASE OR TENANT’S RIGHT OF POSSESSION SHALL BE TERMINATED BY COVENANT OR CONDITION BROKEN, (a) if OR FOR ANY OTHER REASON, EITHER DURING THE TERM OF THIS SUBLEASE OR ANY RENEWAL OR EXTENSION THEREOF, AND ALSO WHEN AND AS SOON AS THE TERM HEREBY CREATED OR ANY EXTENSION THEREOF SHALL HAVE EXPIRED, IT SHALL BE LAWFUL FOR ANY ATTORNEY AS ATTORNEY FOR TENANT TO FILE AN AGREEMENT FOR ENTERING IN ANY COMPETENT COURT AN ACTION TO CONFESS JUDGMENT IN EJECTMENT AGAINST TENANT AND ALL PERSONS CLAIMING UNDER SUBTENANT, WHEREUPON, IF SUBLANDLORD SO DESIRES, A WRIT OF EXECUTION OR OF POSSESSION MAY ISSUE FORTHWITH, WITHOUT ANY PRIOR WRIT OF PROCEEDINGS, WHATSOEVER, AND PROVIDED THAT IF FOR ANY REASON AFTER SUCH ACTION SHALL HAVE BEEN COMMENCED THE SAME SHALL BE DETERMINED AND THE POSSESSION OF THE PREMISES HEREBY DEMISED REMAIN IN OR BE RESTORED TO SUBTENANT, SUBLANDLORD SHALL HAVE THE RIGHT UPON ANY SUBSEQUENT DEFAULT In any Obligor action to confess judgment in ejectment, SUBLANDLORD shall first cause to be filed in such action an affidavit made by it or any someone acting for it setting forth the facts necessary to authorize the entry of its Subsidiaries judgment, of which facts such affidavit shall be conclusive evidence, and if a true copy of this Sublease (and of the truth of the copy such affidavit shall be sufficient evidence) be filed in default under a Material Agreementsuch action, the Lenders it shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent file the original as a warrant of attorney, any rule of Court, custom or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver practice to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentscontrary notwithstanding.

Additional Remedies. Upon 48.1 If the occurrence Term shall terminate pursuant to Article 17 or otherwise, then: 48.1.1 Tenant shall pay to Owner all Fixed Rent and during Additional Rent required to be paid by Tenant to the continuance of any Event of Default, (a) if any Obligor or any of its Subsidiaries shall be in default under a Material Agreement, date upon which the Lenders Term shall have terminated or to the right (but not date of re-entry upon the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation Demised Premises by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or SubsidiaryOwner, as the case may be; 48.1.2 Owner shall be entitled to retain all moneys, thereunderif any, paid by Tenant to Owner, whether an advance rent, security or otherwise; 48.1.3 Tenant shall be liable for and shall pay to Owner, as may damages, any deficiency between the Fixed Rent and Additional Rent payable for the period which otherwise would have constituted the unexpired portion of the Term (conclusively presuming the Additional Rent to be necessary the same as was payable for the twelve (12) month period immediately preceding such termination or re-entry) and the net amount, if any, of rents collected under any reletting effected pursuant to prevent or cure the provisions of this Article for any default and part of such period (b) without limiting first deducting from the foregoing, upon rents collected under any such defaultreletting all of Owner's expenses in connection with the termination of this Lease or Owner's re-entry upon the Demised Premises and, each Obligor shall promptly executein connection with such reletting, acknowledge all repossession costs, brokerage commissions, legal expenses, attorneys' fees, alteration costs and deliver to the Lenders other expenses); and 48.1.4 Any such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 deficiency shall be payable on demand paid in monthly installments by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien Tenant on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney days specified in this Section 11.03 Lease for the payment of installments of Fixed Rent. Owner shall be a power coupled with an interest entitled to recover from Tenant each monthly deficiency as the same shall arise and cannot be revoked. All amounts advanced by no suit to collect the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan deficiency for any month shall prejudice Owner's right to collect the deficiency for any subsequent month by a similar proceeding. Alternatively a suit or suits for the recovery of such deficiencies may be brought by Owner from time to time at its election. 48.1.5 Notwithstanding anything herein to the contrary, the Premises herein mentioned are demised for the whole term with a whole amount of the rent herein reserved due and shall be a “Term Loan” for purposes payable at the time of the making of this Agreement Lease, and the other Loan Documentspayment of rent in installments as above provided in for the convenience of tenant only and if in default of any installment of rent, then the whole of the rent reserved for the whole of the period then remaining unpaid, shall, at the landlord's option, at once become due and payable without notice or demand.

Additional Remedies. Upon If the occurrence and during Grantee defaults in the continuance performance or observance of any covenant, agreement or obligation set forth in this Agreement (including correction of deficiencies), and if such default remains uncured by the Grantee for a period of thirty (30) days or less (depending upon the requirements of the notice, lesser notice periods being reserved for matters that ODHS determines relate to material health or safety needs of Project occupants) after notice thereof shall have been given by ODHS, or if such default runs for a period of thirty (30) days from the date the Grantee should, with due diligence, have discovered such default, then ODHS may declare an “Event of Default” to have occurred hereunder provided, however, If a default is not reasonably capable of being cured within thirty (a30) if any Obligor days or any lesser notice period provided by ODHS, ODHS may, in its sole discretion, extend the correction period for up to six (6) months, but only if ODHS determines there is good cause for granting the extension; and provided further, however, in the event of its Subsidiaries a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be in default under a Material Agreement, no less than thirty (30) days from the Lenders shall have earlier of the right (but not date the obligation) to cause successor obtains control or becomes the owner of the Project. To the extent that the default or defaults under such Material Agreement to be remedied (is not corrected within the above-described period including without limitation extensions, if any, granted by paying any unpaid amount thereunder) and otherwise exercise any and all rights ODHS, an Event of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 Default shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand deemed to occur and shall constitute “Obligations”ODHS may exercise its rights and remedies under this Section. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after Following the occurrence and during the continuance of an Event of Default to advance funds in excess hereunder ODHS may, at its option, take any one or more of the Commitments following steps, in addition to pay all amounts necessary other remedies provided in this Agreement, by law, or in equity: i. By mandamus or other suit, action or proceeding at law or in equity, require Grantee specifically to perform its obligations under this Agreement or enjoin any acts or things that may be unlawful or in violation of the Sanofi Documents rights of ODHS under this Agreement; ii. Obtain the appointment of a receiver to operate the Project in order compliance with this Agreement; iii. Require a change in the general partner or managing member of the Grantee to release Sanofiits satisfaction (and, for the duration, respectively, of Investor’s lien on involvement in the Mortgaged Premises Grantee or the senior mortgage lender’s loan, reasonably satisfactory to Investor and senior mortgage lender); iv. Require termination of the Management Agent and its replacement to ODHS’ satisfaction; v. Require the Grantee to cease management of the Project and to terminate engage a Management Agent acceptable to ODHS; vi. Withhold from Grantee, suspend or terminate, or (upon thirty (30)-days written demand) require the S/I Deed repayment of Trust all or part of any disbursed Grant funds or other funding assistance provided by ODHS to Grantee with respect to the Project; vii. Declare Grantee, its owners, principals, employees, and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney agents ineligible to receive further Program funds or other ODHS financial assistance, including with respect to other projects or requests for same, for such period as ODHS determines in this Section 11.03 shall be a power coupled with an interest and cannot be revokedits sole discretion; viii. All Offset amounts advanced by the Administrative Agent or any Lender on behalf due from repayment of the Administrative Agent pursuant Grant against other funding awarded or to this Section 11.03 shall automatically be awarded to Grantee; ix. Have access to, and without further action be added inspect, examine and make copies of, all of the books and records of Grantee pertaining to the outstanding principal amount Project and to inspect the Project itself; x. Enter onto the Property and correct Events of Default with respect to the Term Loan and shall Project at Xxxxxxx’s expense, which expense Grantee will repay to ODHS within ten (10) days of any presentment of charges for same; and xi. Take such other action under this Agreement, at law, in equity, or otherwise as may be a “Term Loan” for purposes of this Agreement and the other Loan Documentsavailable to ODHS.

Additional Remedies. Upon the occurrence and during the continuance of any Event of Defaultthe events specified in Section 21.1.4, if Landlord shall elect not to exercise, or by law shall not be able to exercise, its right hereunder to terminate this Lease, then, in addition to any other rights or remedies of Landlord under this Lease or provided by law: (i) Landlord shall not be obligated to provide Tenant with any of the services specified in Article 12, or otherwise specified in the Lease unless Landlord has received compensation in advance for such services, and the parties agree that Landlord's reasonable estimate of the compensation required with respect to such services shall control; and (ii) neither Tenant, as debtor in possession, nor any trustee or other person (collectively, the "Assuming Tenant") shall be entitled to assume this Lease, unless on or before the date of such assumption, the Assuming Tenant (A) cures, or provides adequate assurance that such Assuming Tenant will promptly cure, any existing default under this Lease; (B) compensates, or provides adequate assurance that the Assuming Tenant will promptly compensate Landlord for any loss (including, without limitation, reasonable attorneys' fees and disbursements, including on appeal and in connection with any bankruptcy) resulting from such default; and (C) provides adequate assurance of future performance under this Lease. Tenant covenants and agrees that, for such purposes (i) any cure or compensation shall be effected by the immediate payment of any monetary default or any required compensation, or the immediate correction acceptable to 21 Landlord of any non-monetary default; (ii) any "adequate assurance" of such cure or compensation shall be effected by the establishment of an escrow fund for the amount at issue or by other method acceptable to Landlord; and (iii) "adequate assurance" of future performance shall be effected by the establishment of an escrow fund for the amount at issue or other method acceptable to Landlord. Provided, further, upon the occurrence of any of the events specified in Section 21.1.4 prior to the date fixed as the Commencement Date (whether or not such default is cured within the time period, if any, provided in such Article), this Lease shall ipso facto be canceled and terminated. In such event, (ai) if neither Tenant nor any Obligor person claiming through or under Tenant, or by virtue of any statute or order of its Subsidiaries any Court, shall be in default under a Material Agreement, entitled to possession of the Lenders shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default Premises; and (bii) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver in addition to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default rights and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney remedies provided in this Section 11.03 shall be Article 22, Landlord may retain as damages any Rent, Security Deposit (if any) or monies received from Tenant or others on account of Tenant. The foregoing is a power coupled with an interest and cannot be revoked. All amounts advanced by material consideration to Landlord for the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes execution of this Agreement and the other Loan Documents.Lease

Additional Remedies. Upon the occurrence and during the continuance of any Event of Default, (a) if If Boston Properties at any Obligor time breaches its representations and warranties in Section 7.2 above or any breaches its obligations under Section 7.3 above, then (in addition to all rights and remedies available to the Common Fund at law or in equity on account of its Subsidiaries shall be in default under a Material Agreement, such breach) the Lenders Common Fund shall have the right right, to be exercised by the Common Fund's delivery of written notice to Boston Properties (but each, a "Default Exercise Notice"), to purchase all of the Promote Interests that, as of the date such Exercise Notice is given, constitute Qualified Promote Interests, for a purchase price equal to the Promote Interest Purchase Price of each of such Qualified Promote Interests as of the date of the conveyance thereof in accordance with the following sentence. If the Common Fund gives Boston Properties a Default Exercise Notice with respect to any Qualified Promote Interests, then (i) for purposes of determining the Promote Interest Purchase Price of each such Qualified Promote Interest, the Fair Market Value of the corresponding Qualified Venture Property Interest shall be determined in accordance with Section 7.5(c) below, and (ii) Boston Properties shall convey (and/or cause to be conveyed) each such Qualified Promote Interest, free and clear of all liens, encumbrances and other claims, to the Common Fund (or, if applicable, to the Common Fund Subsidiary that is a member of the corresponding Venture Entity) within 30 days after such determination is made, for a purchase price equal to the Promote Interest Purchase Price thereof as of the date of such conveyance. In connection therewith, Boston Properties shall execute and tender (and/or cause to be executed and tendered) all documentation that the Common Fund may reasonably require in connection with such conveyance (including, without limitation, (x) any required amendment to the applicable Venture Entity Operating Agreement, and (y) representations and warranties of the transferor, which shall be guarantied by Boston Properties if it is not the obligationtransferor, that the transferor has good title to the applicable Promote Interest and is transferring the same free and clear of any liens, encumbrances and other claims). The closing of such conveyance shall take place in the offices of the Common Fund's attorneys (or such other location as the Common Fund may reasonably designate). All costs and expenses relating to such conveyance shall be paid by Boston Properties. (b) to cause If an Uncontrollable QO Transaction occurs, then the default or defaults under such Material Agreement Common Fund shall have the right, to be remedied exercised by the Common Fund's delivery of written notice to Boston Properties (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and each, a "FMV Exercise Notice"), to purchase all rights of the Promote Interests that, as of the date such Exercise Notice is given, constitute Qualified Promote Interests, for a purchase price equal to the Promote Interest FMV Price of each of such Obligor Qualified Promote Interests (to be calculated as of the date of the conveyance of each of such Qualified Promote Interests in accordance with the following sentence). If the Common Fund gives Boston Properties an FMV Exercise Notice with respect to any Qualified Promote Interests, then (i) for purposes of determining the Promote Interest FMV Price of each such Qualified Promote Interest, the Fair Market Value of the corresponding Qualified Venture Property Interest shall be determined in accordance with Section 7.5(c) below, and (ii) Boston Properties shall convey (and/or cause to be conveyed) each such Qualified Promote Interest, free and clear of all liens, encumbrances and other claims, to the Common Fund (or, if applicable, to the Common Fund Subsidiary that is a member of the corresponding Venture Entity) within 30 days after such determination is made, for a purchase price equal to the Promote Interest FMV Price thereof as of the date of such conveyance. In connection therewith, Boston Properties shall execute and tender (and/or cause to be executed and tendered) all documentation that the Common Fund may reasonably require in connection with such conveyance (including, without limitation, (x) any required amendment to the applicable Venture Entity Operating Agreement, and (y) representations and warranties of the transferor, which shall be guarantied by Boston Properties if it is not the transferor, that the transferor has good title to the applicable Promote Interest and is transferring the same free and clear of any liens, encumbrances and other claims). The closing of such conveyance shall take place in the offices of the Common Fund's attorneys (or Subsidiarysuch other location as the Common Fund may reasonably designate). All costs and expenses relating to such conveyance shall be paid by Boston Properties. (c) In any instance under this Section 7.5 where the Fair Market Value of a Qualified Venture Property Interest is to be determined pursuant to this Section 7.5(c), the following procedures shall be followed in connection with such Qualified Venture Property Interest: Boston Properties and the Common Fund, within 10 days after the date on which the Common Fund gives the applicable Default Exercise Notice or the applicable FMV Exercise Notice, as the case may be, thereundershall select an Acceptable Appraiser to perform an MAI appraisal of such Qualified Venture Property Interest and determine the Fair Market Value thereof as of the applicable date. If, as within such 10 day period, the parties are unable to agree upon an Acceptable Appraiser, then either party may apply to the American Arbitration Association to have an Acceptable Appraiser appointed thereby, which appointment shall be necessary to prevent made within 10 days after such application is made. Such determination of the Fair Market Value of such Qualified Venture Property Interest by the Acceptable Appraiser so selected or cure any default appointed (x) shall be made by such Acceptable Appraiser within 15 days of its selection and (by) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and made in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand provisions and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney definitions contained in this Section 11.03 7.5(c). In rendering such determination, the Acceptable Appraiser so selected shall not add to, subtract from or otherwise modify the provisions of this Section 7.5(c) or the definition of "Fair Market Value" (and, notwithstanding anything to the contrary contained herein, any such addition, subtraction or modification shall be a power coupled with an interest and cannot be revoked. All amounts advanced disregarded by the Administrative Agent or any Lender on behalf parties). Upon completion of such appraisal, (i) such Acceptable Appraiser shall deliver its determination of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added Fair Market Value of such Qualified Venture Property Interest (together with all supporting documentation) to the outstanding principal amount of the Term Loan Common Fund and Boston Properties, which determination shall be a “Term Loan” binding on the Common Fund and the Advisor for purposes of this Agreement Article 7, and (ii) the Common Fund and Boston Properties shall then compute the Promote Interest Purchase Price or the Promote Interest FMV Price (as the case may be) for the corresponding Promote Interest based on such Fair Market Value determination. In the case of a determination for purposes of Section 7.5(a) above, Boston Properties shall in each instance be responsible for all the fees and expenses of the Acceptable Appraiser. In the case of a determination for purposes of Section 7.5(b) above, Boston Properties and the other Loan DocumentsCommon Fund shall each be responsible for one-half of the fees and expenses of the Acceptable Appraiser.

Additional Remedies. Upon In addition to any other remedy available to Supplier under this Agreement, at law or in equity (which Supplier does not waive by the occurrence exercise of any rights under this Agreement), (i) if Buyer fails to fulfill the terms of payment; (ii) if bankruptcy, insolvency or similar proceedings are instituted by or against Buyer in any jurisdiction; (iii) if Buyer makes an assignment for the benefit of creditors or similar actions are taken under any applicable law; or (iv) if, at any time, Supplier determines in its sole discretion that Buyer’s financial condition or creditworthiness is inadequate or unsatisfactory, Supplier may, at its option, take any or all of the following actions: (A) suspend or cancel deliveries until all payments are made in full; (B) reclaim delivered Product that has not been paid for by Buyer; (C) change terms of payment for any future deliveries of Products, including placement of Buyer on a cash-in-advance status; (D) exercise rights of recoupment or setoff with respect to any sums due by Supplier or its Affiliates to Buyer or its Affiliates; (E) for any future deliveries, require Buyer to post a letter of credit or other security reasonably satisfactory to Supplier to secure Buyer’s obligations hereunder; (F) initiate legal action to recover sums due and owing from Buyer, including all interest and penalties thereon; and/or (G) (I) solicit Buyer’s customers for sales of Product in Supplier’s inventory and manufactured from materials purchased on or before the date of such termination and (II) sell such Products to such customers directly and without any involvement of Buyer. In addition, Buyer shall pay interest on all late payments (whether during the continuance term or after the expiration or earlier termination of any Event of Defaultthis Agreement), (a) if any Obligor or any of its Subsidiaries shall be in default under a Material Agreementcalculated daily and compounded monthly, at the Lenders shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests lesser of the Lendersrate of two percent per month or the highest rate permissible under applicable law. Any amounts paid Buyer shall also reimburse Supplier for all costs incurred by the Lenders pursuant to Supplier in collecting any late payments, including attorneys' fees and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentscourt costs.

Additional Remedies. Upon the occurrence and during the continuance of any Event of Default, (a) if any Obligor or A. If Mortgagor should fail to comply with any of its Subsidiaries the covenants or obligations of Mortgagor hereunder, then Mortgagee may perform the same for the account and at the expense of Mortgagor but shall not be in default under a Material Agreementobligated so to do, the Lenders shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor expenses incurred or Subsidiarypaid in so doing shall be payable by Mortgagor to Mortgagee, as with interest at the case may berate agreed upon in the Credit Agreement, thereunderfrom the date when same was so incurred or paid, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 amount thereof shall be payable on demand and shall be secured by and under this Mortgage, and the amount and nature of such expense and the time when paid shall be presumptively established by the Obligorsaffidavit of Mortgagee or any officer or agent thereof; provided, shall accrue interest at however, that the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each exercise of the authorized representatives privileges granted in this paragraph shall in nowise be considered or constitute a waiver of the Administrative Agent is hereby irrevocably made, constituted and appointed right of Mortgagee upon the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance happening of an Event of Default hereunder to advance funds declare the Indebtedness at once due and payable in excess the manner provided under the terms of the Commitments Credit Agreement but shall be cumulative of such right and all other rights herein given. B. In case any one or more of the Events of Default shall happen, then in each and every such case Mortgagee or any part thereof, whether or not the Indebtedness shall have been declared due and payable, in addition to pay the other rights and remedies hereunder, may exercise the following additional remedy, but shall not be obligated so to do: Mortgagee may enter into and upon and take possession of all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on or any part of the Mortgaged Premises Property and each and every part thereof and may exclude Mortgagor, its agents and servants wholly therefrom and have, hold, use, operate, manage and control the Mortgaged Property and each and every part thereof and produce the oil, gas and other minerals therefrom and market the same, all at the sole risk and expense of Mortgagor and at the expense of the Mortgaged Property, applying the net proceeds so derived, first, to the cost of maintenance and operation of such Mortgaged Property; second, to the payment of all Indebtedness secured hereby, principal and interest, application to be made first to interest and then to principal; and the balance thereof, if any, shall be paid to Mortgagor. Upon such payment of all such costs and Indebtedness, the Mortgaged Property shall be returned to Mortgagor in its then condition and Mortgagee shall not be liable to Mortgagor for any damage or injury to the Mortgaged Property except such as may be caused through his, its or their fraud or willful misconduct. X. Xxxxxxxxx does hereby designate Mortgagee as Xxxxxxxxx’s agent to exercise each and every remedy set forth herein and to terminate the S/I Deed of Trust conduct any and the S/I Warranty all operations and Reverter Deed; it being understood take any and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant all action reasonably necessary to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentsdo so.

Additional Remedies. Upon the occurrence and during the continuance of any Event of DefaultDefault specified in the Loan Agreement, the Indenture or herein, the Assignee may, at its option, in addition to any remedies set forth in Section 6, at any time: (a) if any Obligor in the name, place and stead of the Assignor and without becoming a mortgagee in possession (i) enter upon, manage and operate the Mortgaged Property or retain the services of one or more independent contractors to manage and operate all or any part of its Subsidiaries shall be in default the Mortgaged Property, (ii) make, enforce, modify and accept surrender of the Leases; (iii) obtain or evict tenants, collect, xxx for, fix or modify the Rents and enforce all rights of the Assignor under a Material Agreement, the Lenders shall have the right Leases; and (but not the obligationiv) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise perform any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as other acts that may be necessary or proper to prevent or cure any default and protect the security of this Assignment. (b) with or without limiting exercising the foregoingrights set forth subparagraph (a) above, upon give or require the Assignor to give, notice to any such default, each Obligor shall promptly execute, acknowledge or all tenants under the Leases authorizing and deliver directing the tenants to pay all Rents under the Leases directly to the Lenders such instruments as may reasonably be required Assignee. (c) without regard to waste, adequacy of such Obligor to permit the Lenders to cure any default security or solvency of the Assignor, apply for, and the Assignor hereby consents to, the appointment of a receiver of the Mortgaged Property, whether or not foreclosure proceedings have been commenced under the applicable Material Agreement Mortgage, and if such proceedings have been commenced, whether or permit not a foreclosure sale has occurred. The exercise of any of the Lenders foregoing rights or remedies and the application of the rents, profits and income pursuant to take such other action required to enable the Lenders to paragraph 20 shall not cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring waive any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess (or notice of the Commitments to pay all amounts necessary default) under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent Mortgage or invalidate any Lender on behalf of the Administrative Agent act done pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentssuch notice.

Additional Remedies. Upon the occurrence and during the continuance of any Event of Default, (a) if Enforcement of the Declaration, By-Laws of the Association, and the Regulations in addition to any Obligor other remedy set out herein, may be carried out by the Developer, the Association, When Empowered, or the Owner through any proceeding at law or in equity against any person or persons violating or attempting to violate any covenant or restriction in the Declaration, By-Laws, or Regulations established by the Developer or the Association, When Empowered, either to prevent or restrain violations, to recover damages or to compel a compliance to the terms thereof. Any failure by the Developer, the Association, When Empowered, or any Owner to enforce any covenant or restriction herein contained or contained in the Declaration or By-Laws or to enforce any of its Subsidiaries the Regulations shall in no event be in default under deemed a Material Agreementwaiver of a right to do so thereafter. In addition to the foregoing, the Lenders Developer or the Board of Directors of the Association, When Empowered, shall have the right (but not wherever there shall have been built on any Lot or Area of Extended Lot Owner Responsibility any Structure which is in violation of the obligation) Declaration, Architectural Guidelines or Regulations to cause enter upon the default Lot or defaults under Area of Extended Lot Owner Responsibility where such Material Agreement to be remedied (violation exists and summarily xxxxx or remove the same at the expense of the Owner, including without limitation the right to cease current construction and enjoin further construction, if after written notice of such violation, it shall not have been corrected by paying the Owner within the time required by the notice of violation. Any such entry and abatement or removal shall not be deemed a trespass. (b) The Developer or the Association, When Empowered, may, in addition to any unpaid amount thereunderother remedy, suspend the Common Area enjoyment rights of any Owner, their family members, lessees, invitees, licensees, employees or guests, or any of their pets or animals, for an appropriate period of time to be determined on a case by case basis by the Developer or the Board of Directors, When Empowered, for any non-compliance with the provisions of this Declaration, the By-Laws or of the Regulations. The right, however, of a Member to ingress and egress over the roads and/or parking areas shall not be suspended if they provide necessary access to their Lot. (c) The Owner grants to the Developer and otherwise exercise the Association the right and permission to enter the Lot to remove or correct any violation of the Declaration, By-Laws or Regulations, including but not limited to, the maintenance of Lots, Areas of Extended Lot Owner Responsibility or any Structure (as defined in Article I, Section1) thereon, and the removal of abandoned automobiles from any portion of the Property considered by the Board of Directors to be in violation with the Regulations, Declaration, By-Laws or to be a nuisance. (d) In addition to the remedies outlined in this Article, the Developer or the Association, When Empowered, may, but shall not be required to, enter upon any Lot(s), Area of Extended Lot Owner Responsibility or Common Area, seize and either deliver to the animal control authority at the Owner's cost, any pet or other animal that is not in compliance with the Declaration, By-Laws, or the Regulations or to be a nuisance. Notice of non-compliance shall be given to any Owner whose pets or animals are not in compliance, except when said non- compliance creates an emergency as determined by the Developer or the Board of Directors of the Association, When Empowered. The departure, while not under the restraint of a leash, of any dog from the Lot of its Owner, shall immediately constitute an emergency and there shall be no requirement for notice to be given. (e) In addition to the remedies outlined above in this Article, the Developer, or the Association, When Empowered, shall have the right to arrange for the removal, at the Owners expense, of any vehicle that is parked in violation of the Declaration or the Regulations after notice to the Owner of the Lot on or beside which the vehicle is parked. Notice of non- compliance shall be given to any Owner where the parking of a vehicle or vehicles, except when said non-compliance creates an emergency as determined by the Developer or the Board of Directors of the Association, When Empowered. The parking of a vehicle, which impedes the passage of any emergency vehicle or school bus, shall immediately constitute an emergency and there shall be no requirement for notice to be given. (f) In addition to the remedies outlined above in this Article, the Developer, or the Association, When Empowered, shall have the right to deny any and all rights services provided by the Association to its Members, including without limitation review and/or approval of architectural plans by the Architectural Control Authority, to those Members who are not in compliance with the terms of the Declaration, the By-Laws, the Architectural Guidelines, or the Regulations, including without limitation those Members who owe past due Assessments, until such Obligor or Subsidiary, time as the case may beMember comes back into compliance in the sole discretion of the Developer, thereunderor the Board of Directors, as may be necessary When Empowered. (g) With regard to prevent or cure any default Owners of multiple Lots in the Community, including without limitation builders, and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver in addition to the Lenders such instruments as may reasonably be required of such Obligor remedies outlined above in this Article, the Developer, or the Association, When Empowered, shall have the right to permit the Lenders to cure any default under the applicable Material Agreement apply delinquent Assessment amounts owed on one or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests more of the Lenders. Any amounts paid Ownerís Lots to the Associationís all- encompassing lien over all the Lots in the Community owned by that Owner, and the Lenders pursuant to Developer and in accordance with this Section 11.03 shall be payable on demand by the ObligorsAssociation, When Empowered, shall accrue interest at possess all the Default Rate if not paid on demand rights and shall constitute “Obligations”. In furtherance powers of remedying delinquent Assessments and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s enforcing its continuing lien on the Mortgaged Premises Lots as set forth in the provisions of this Declaration. The Associationís all-encompassing lien over said Lots shall not be released on the individual Lots it covers until any and all Assessment delinquencies for all the Ownerís Lots have been remedied by the Owner, unless otherwise authorized by the Developer or the Association, When Empowered. If such a Lot is sold without payment of its delinquent assessments, the Association may apply that delinquent amount to terminate its all-encompassing lien over that Ownerís remaining Lots in the S/I Deed Community. (h) All costs incurred by the Developer (in its capacity as a Class "B" Member) or the Association, When Empowered, as a result of Trust any violation(s) of any provision of this Declaration, the Architectural Guidelines, or the Regulations, including without limitation all costs of collection and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 attorneyís fees, shall be a power coupled with an interest lien upon the affected property and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf a personal obligation of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentsapplicable Owner.

Additional Remedies. Upon the occurrence and during the continuance 12.1 Without limitation of any Event other rights and remedies of DefaultOpen Door, if you fail to deliver Recordings in accordance with paragraphs 3 and 4, then Open Door may, at its election, suspend its obligations hereunder for a number of days equal to the number of days between the last date on which you actually deliver such Master Recordings and the date on which you actually deliver such Master Recordings, and the then-current Contract Period, the dates for exercise of Open Door's options to extend the Term, the dates of commencement of subsequent Contract Periods, and the Term may be extended accordingly. If any such failure exceeds ninety (a90) days, Open Door may, in addition to its other rights and remedies, terminate this agreement by written notice to you, and upon such termination Open Door shall have no obligations to you hereunder except the obligation to pay royalties if due. 12.2 It is recognized that Artist's services are of special, unique, unusual, extraordinary and intellectual character involving skill of the highest order, which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated for by damages in an action of law. Inasmuch as any Obligor or any breach of its Subsidiaries this agreement with respect to such services would cause Open Door irreparable damage, Open Door shall be entitled to injunctive and other equitable relief, in default under a Material Agreementaddition to whatever legal remedies are available to Open Door, the Lenders shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any such breach or threatened breach. (a) As condition precedent to any assertion by either Party that the other is in default and (b) without limiting in performing any obligations contained herein, the foregoingParty alleging the default must advise the other, in writing via Registered or Certified Mail return receipt requested, of the specific facts upon any such default, each Obligor shall promptly execute, acknowledge and deliver to which it is claimed that the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter is in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant specific obligation which is claimed to and in accordance with this Section 11.03 shall be payable on demand by the Obligorshave been breached, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors Party shall be allowed a period of thirty (without requiring any of them to act as such30) with full power of substitution days after the occurrence and during the continuance receipt of an Event such written notice within which to cure such alleged default. During such period, no breach of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 any obligation shall be a power coupled with an interest and cannot deemed to be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentsincurable.

Additional Remedies. Upon In addition to any rights and remedies the occurrence Lender Parties may otherwise have under this Agreement, if (i) any Default shall have occurred, Agent or Issuing Lender may in their discretion by notice to Borrowers, declare the obligation of Issuing Lender to issue any Letter of Credit to be terminated, whereupon the obligation of Issuing Lender to issue any Letter of Credit shall forthwith terminate, and during the continuance of (ii) any Event of DefaultDefault shall have occurred, (a) if any Obligor or any Agent may make demand upon Borrowers to, and forthwith upon such demand Borrowers will pay to Agent in same day funds at Agent’s office designated in such demand, for deposit in a special Cash Collateral Account to be maintained with Collateral Agent, an amount equal to the maximum amount then available to be drawn under the Letters of its Subsidiaries Credit. The Cash Collateral Account shall be in default under a Material Agreementthe name of Borrowers, the Lenders shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default sole dominion and preserve the interests control of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the ObligorsCollateral Agent, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” held and disbursed as follows: (A) Collateral Agent may from time to time invest funds on deposit in the Cash Collateral Account, reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such investments, and all such investments and reinvestments shall, for purposes of this Agreement, constitute part of the funds held in the Cash Collateral Account. (B) If at any time Agent or Collateral Agent determines that any funds held in the Cash Collateral Account are subject to any right or claim of any Person other than claims arising under this Agreement or that the total amount of such funds is less than the maximum amount at such time available to be drawn under the Letters of Credit, Borrowers will, forthwith upon demand by Agent or Collateral Agent, pay to Collateral Agent, as additional funds to be deposited and held in the Cash Collateral Account, an amount equal to the excess of (i) such maximum amount at such time available to be drawn under the Letters of Credit over (ii) the total amount of funds, if any, then held in the Cash Collateral Account which Agent or Collateral Agent determine to be free and clear of any such right and claim. (C) Borrower hereby assigns, transfers and sets over, and grants to Collateral Agent a Lien on and upon, the Cash Collateral Account, including all funds held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the Secured Obligations. Borrower agrees that, to the extent notice of sale of any securities shall be required by Law, at least five Business Days’ Notice to Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it may be so adjourned. (D) Subject to the provisions of the Intercreditor Agreement, Collateral Agent may, at any time or from time to time, apply funds from time to time held in the Cash Collateral Account to the payment of (i) any Reimbursement Obligation, and (ii) upon termination of all Letters of Credit and payment in full of all the Reimbursement Obligation, to the other Loan DocumentsSecured Obligations in such order as Collateral Agent may elect. (E) Neither Borrower nor any Person claiming on behalf of or through Borrower shall have any right to withdraw any of the funds held in the Cash Collateral Account.

Additional Remedies. Upon (a) If Agent forecloses on any Collateral, Agent shall apply all net proceeds of such foreclosure to repay the occurrence Loans, the Loans shall be reduced to the extent of such net proceeds and during the remaining portion of the Loans shall remain outstanding and secured by the remaining Collateral. At the election of Agent, the Notes shall be deemed to have been accelerated only to the extent of the net proceeds actually received by Agent with respect to the Collateral and applied in reduction of the Loans. (b) During the continuance of any Event of Default, (a) if Agent may, but without any Obligor obligation to do so and without notice to or demand on Borrowers and without releasing Borrowers from any of its Subsidiaries shall be in default under a Material Agreementobligation hereunder, the Lenders shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying take any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders action to cure such Event of Default. During the continuance of any default under any of the Ground Leases as to which Borrowers have received a notice of default and as to which, in Lender’s reasonable discretion, Borrowers are not in the process of timely curing the same pursuant to all applicable Material Agreement notice and cure periods under such Ground Leases. Agent may, without any obligation to do so and without notice to or permit demand on Borrower and without releasing Borrowers from any obligation hereunder, take any action to cure such default. Agent may enter upon any or all of the Lenders Properties, subject to take the rights of the lessors under the Ground Leases and subject to the rights of all tenants, licensees and concessionaires of Borrowers, upon reasonable notice to Borrowers for such purposes or appear in, defend, or bring any action or proceeding to protect its interest in the Collateral or to foreclose the Mortgages or collect the Loans. The costs and expenses incurred by Agent in exercising rights under this paragraph shall be secured by the Mortgages. (c) Notwithstanding the availability of legal remedies, Agent will be entitled to obtain specific performance, mandatory or prohibitory injunctive relief, or other action required to enable the Lenders equitable relief requiring Borrowers to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors refrain from repeating any Default (without requiring any of them to act as suchd) with full power of substitution after Upon the occurrence and during the continuance of an Event of Default Default, Agent shall have the right from time to advance funds in excess of time to sever the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement Note and the other Loan Documents into one or more separate notes, mortgages and other security documents (the “Severed Loan Documents”) in such denominations as Agent shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrowers shall execute and deliver to Agent from time to time, promptly after the request of Agent, a severance agreement and such other documents as Agent shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Agent. Borrowers hereby absolutely and irrevocably appoints Agent as their true and lawful attorney, coupled with an interest, in its name and stead to execute the Severed Loan Documents (Borrowers ratifying all that their said attorney shall do by virtue thereof); provided, however, that Agent shall not make or execute any such Severed Loan Documents under such power until the expiration of three days after written notice has been given to Borrowers by Agent of Agent’s intent to exercise its rights under the aforesaid power. Borrowers shall be obligated to pay any costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents. The Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents, and any such representations and warranties contained in the Severed Loan Documents will be given by Borrowers only as of the Effective Date.

Additional Remedies. Upon If this Lease shall be terminated as provided in this paragraph, or by summary proceedings or otherwise, and whether or not the occurrence premises shall be relet, the Landlord shall be entitled to recover from the Tenant, and during the continuance Tenant shall pay to the Landlord, the following. a. An amount equal to all expenses, including court costs, paralegal costs, expert witness fees and reasonable attorneys’ fees (including appeals), incurred by the Landlord in recovering possession of any Event the leased premises, and b. All reasonable costs and charges for the care of Default, (a) if any Obligor the leased premises while vacant, c. and an amount equal to all expenses incurred by the Landlord in connection with the reletting of the leased premises or any part thereof, including broker’s commissions, advertising expenses, and cost of its Subsidiaries repairing, renovating or remodeling the leased premises, which amounts set forth in this subparagraph 1 shall be in default under a Material Agreementdue and payable by the Tenant to the Landlord at such times as the expenses, the Lenders costs and charges shall have the right (but not the obligation) been incurred, and 2. An amount equal to cause the default or defaults under such Material Agreement all minimum rent, additional rent and other charges required to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with Tenant under this Section 11.03 Lease, less the not rent, if any, collected by the Landlord on reletting the leased premises; which amount shall be due and payable on demand by the ObligorsTenant to the Landlord on the several days on which such minimum rent and other charges would have become due and payable had this Lease not been terminated, and the Tenant shall accrue interest pay to the Landlord the amount of any deficiency then existing. The net rent collected by the Landlord on reletting shall be competed by deducting from the gross rents collected, the expenses, costs and charges referred to in subparagraph 1 of the subparagraph C. Without any previous notice or demand separate actions may be instituted by the Landlord against the Tenant from time to time to recover any damages which at the Default Rate if not paid commencement of any such action shall then or theretofore have become due and payable to the Landlord under any provisions hereof without waiting until the end of the original teen of this Lease, and neither the institution of suit or suits, proceeding or Proceedings, nor the entering of judgment therein shall bar the Landlord from bringing a subsequent suit or proceeding for damages of any kind theretofore or thereafter suffered. It is expressly agreed that the forbearance on demand and the part of the Landlord in the institution of any suit or entry of judgment for any part of the rent herein reserved to Landlord shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney serve as a defense nor prejudice a subsequent action for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentssuch rent.

Additional Remedies. In addition to the TOWN's remedies set forth above, the TOWN may, at its sole discretion and without notice, invoke the following provisions: (i) Upon the occurrence and during the continuance filing by or against LESSEE of any Event of Defaultpetition under the Bankruptcy Code, (a) if any Obligor or any of its Subsidiaries shall be in default under a Material Agreementto the fullest extent permitted by law, the Lenders shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any this Lease and all rights of the LESSEE hereunder shall automatically terminate with the same force and effect as if the date of any such Obligor event were the date stated herein for the expiration of the Term, or SubsidiaryRenewal Term, as applicable, and the case LESSEE shall vacate and surrender the Premises, but shall remain liable as herein provided. The TOWN reserves any and all remedies provided herein or at law or in equity. (ii) If this Lease is not terminated by the TOWN as set forth above because such termination is not permitted under the Bankruptcy Code upon the filing of a petition by or against LESSEE under the Bankruptcy Code, the LESSEE as LESSEE, and as debtor and debtor in possession, and any trustee who may bebe appointed, thereundershall be conclusively deemed to have agreed as follows: (a) TOWN cannot be required by applicable state of federal law, other than the Bankruptcy Code, to accept performance from or to render performance to a party other than LESSEE, the debtor or the debtor in possession; (b) to perform promptly each and every obligation of the LESSEE under this Lease until such time as this Lease is either terminated, or is rejected or assumed by order of a United States Bankruptcy Court or other United States Court of competent jurisdiction; or deemed rejected by operation of law, pursuant to 11 U.S.C. ss.365(c)(4); (c) to pay in advance on the 15th day of each April and October as reasonable compensation for use and occupancy of the Premises an amount equal to one half of all annual Base Rent and all additional rent. (d) to reject or assume this Lease within sixty (60) days of the filing of such petition under Chapter 7 of the Bankruptcy Code or within thirty (30) days of the filing of a petition under any other Chapter, or within such earlier time as may be necessary required under the Bankruptcy Code; (e) to prevent or cure give the TOWN at least forty-five (45) days prior written notice of any default and proceeding relating to any assumption of this Lease; (bf) without limiting to give the foregoingTOWN at least thirty (30) days prior written notice of any abandonment of the Premises, upon any such default, each Obligor shall promptly execute, acknowledge and deliver abandonment to be deemed conclusively a rejection of this Lease; (g) to be deemed conclusively to have rejected this Lease in the event of the failure to comply with any of the above; and (h) to have consented to the Lenders such instruments as may reasonably be required entry of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests an order by an appropriate United States Bankruptcy Court providing all of the Lenders. Any amounts paid by the Lenders pursuant to above, waiving notice and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each hearing of the authorized representatives entry of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentssame.

Additional Remedies. Upon the occurrence and during the continuance of any an Event of Default, Lender may, at its option and sole discretion, in addition to and not in lieu of the remedies set forth above, exercise any or all of the following remedies: (a) if any Obligor enter into possession of the Project, at which time Borrower shall vacate; (b) perform or any of its Subsidiaries shall be in default under a Material Agreement, the Lenders shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise performed any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be work and labor necessary to prevent or cure any default and (b) without limiting complete the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and Improvements substantially in accordance with this Section 11.03 Plans and Specifications or in accordance with reasonable business judgment; (c) employ security watchmen to protect the Project; and (d) disburse that portion of the proceeds of the Loan not previously disbursed (including any retainage) to the extent necessary to complete construction of the Improvements substantially in accordance with the Plans and Specifications or in accordance with reasonable business judgment, and if the completion requires a larger sum than the remaining undisbursed portion of the Loan, to disburse such additional funds, all of which funds so disbursed by the Lender shall be payable on demand deemed to have been disbursed to the Borrower and shall be secured by the ObligorsMortgages. For this purpose, shall accrue interest at the Default Rate if not paid on demand Borrower hereby constitutes and shall constitute “Obligations”. In furtherance of and in no way limiting appoints the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the Lender its true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) attorney-in-fact with full power of substitution after to complete the occurrence and during the continuance of an Event of Default to advance funds in excess construction of the Commitments to pay all amounts necessary under Improvements in the Sanofi Documents in order to release Sanofi’s lien on name of the Mortgaged Premises Borrower and to terminate disburse the S/I Deed Loan to accomplish such completion and to do any other reasonable act related thereto, including but not limited to the following: to use any funds of Trust the Borrower, including any balance which may be held in escrow and any funds which may remain unadvanced hereunder for the S/I Warranty purpose of completing the Improvements in substantially the manner called for by the Plans and Reverter DeedSpecifications or by reasonable business judgment; it being to make such additions and changes and corrections in the Plans and Specifications which shall be necessary or desirable to complete the Improvements in substantially the manner contemplated by the Plans and Specifications or by reasonable business judgment; to employ such contractors, subcontractors, agents, architects, and inspectors as shall be required for said purposes; to pay, settle, or compromise all existing or future bills and claims which are or may be liens against the Project, or may be necessary or desirable to be paid, settled, or compromised for the completion of the Improvements or the clearance of title to the Project; to execute all applications and certificates in the name of the Borrower which may be required by any construction contract and to do any and every act with respect to the construction of the Improvements which the Borrower may do in its own behalf. It is understood and agreed that this power of attorney in this Section 11.03 shall be deemed to be a power coupled with an interest and which cannot be revokedrevoked by death or otherwise. All amounts advanced by Said attorney-in-fact shall also have power to prosecute and defend all actions or proceedings in connection with the Administrative Agent or any Lender on behalf construction of the Administrative Agent pursuant Improvements and to this Section 11.03 shall automatically take such action and without further action be added require such performance as it reasonably deems necessary. In accordance therewith the Borrower hereby assigns and quitclaims to the outstanding principal amount Lender all sums to be advanced hereunder, including retainage and all sums in escrow conditioned upon the use of said sums, if any, for the completion of the Term Loan and shall be a “Term Loan” for purposes of this Agreement Improvements and the other performance of the Borrower's obligations under the Loan Documents.

Additional Remedies. Upon If the occurrence and during Declarant defaults in the continuance performance or observance of any Event covenant, agreement or obligation set forth in this Declaration (including correction of Defaultdeficiencies), and if such default remains uncured by the Declarant for a period of thirty (a30) if any Obligor days or any less (depending upon the requirements of the notice, lesser notice periods being reserved for matters that OHA determines in its Subsidiaries shall be in default under a Material Agreement, the Lenders sole discretion relate to material health or safety needs of Project occupants) after notice thereof shall have been given by OHA, or if such default runs for a period of thirty (30) days from the right (but not date the obligation) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or SubsidiaryDeclarant should, as the case may bewith due diligence, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any have discovered such default, each Obligor shall promptly executethen OHA may declare an Event of Default to have occurred hereunder provided, acknowledge however, if a default is not reasonably capable of being cured within thirty (30) days or any lesser notice period provided by OHA, OHA may, in its sole discretion, extend the correction period for up to six (6) months, but only if OHA determines in its sole discretion there is good cause for granting the extension; and deliver provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Lenders such instruments as may reasonably Project or the Property, the correction period for the successor for an existing default shall be required of such Obligor to permit no less than thirty (30) days from the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests earlier of the Lendersdate the successor obtains control or becomes the owner of the Project. Any amounts paid To the extent that the default is not corrected within the above-described period including extensions, if any, granted by the Lenders pursuant to and in accordance with this Section 11.03 OHA, an Event of Default shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand deemed to occur and shall constitute “Obligations”OHA may exercise its rights and remedies under this Section. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after Following the occurrence and during the continuance of an Event of Default to advance funds in excess hereunder OHA may, at its option, take any one or more of the Commitments following steps in addition to pay all other remedies provided in this Declaration, by law, or in equity: i. By mandamus or other suit, action or proceeding at law or in equity, require Declarant specifically to perform its obligations under this Declaration or enjoin any acts or things that may be unlawful or in violation of the rights of OHA under this Declaration; ii. Obtain the appointment of a receiver to operate the Project in compliance with this Declaration; iii. Withhold from Declarant, suspend or terminate, or (upon thirty (30)-days written demand) require the repayment of all or part of any disbursed Grant funds or other funding assistance provided by OHA to Declarant with respect to the Project; iv. Declare Declarant, its owners, principals, employees, and agents ineligible to receive further OHA funds or other OHA financial assistance, including with respect to other projects or requests for same, for such period as OHA determines in its sole discretion; v. Offset amounts necessary under due from repayment of the Sanofi Documents in order Grant against other funding awarded or to release Sanofi’s lien on be awarded to Declarant; vi. Have access to, and inspect, examine and make copies of, all of the Mortgaged Premises books and records of Declarant pertaining to the Project and to terminate inspect the S/I Deed Project itself; vii. Enter onto the Property and correct Events of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled Default with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added respect to the outstanding principal amount Project at Declarant’s expense, which expense Declarant will repay to OHA within ten (10) days of the Term Loan and shall any presentment of charges for same; and viii. Take such other action under this Declaration, at law, in equity, or otherwise as may be a “Term Loan” for purposes of this Agreement and the other Loan Documentsavailable to OHA.

Additional Remedies. Upon If any such Tenant Default occurs, Landlord may utilize the occurrence remedy described in California Civil Code Section 1951.4 (which provides landlord may continue the lease in effect after a tenant’s breach and abandonment and recover Rent as it becomes due, if tenant has the right to sublet or assign subject to reasonable limitations). Accordingly, in the event of any Tenant Default and abandonment of the Premises by Tenant, if Landlord does not elect to terminate this Lease on account of such Tenant Default, then Landlord may from time-to-time, without terminating this Lease, enforce all of its rights and remedies under this Lease, including the right to recover all Rent as it becomes due. In the event of the Abandonment of the Premises by Tenant or in the event that Landlord utilizes the remedy described in this Section 25.3 above or shall take possession of the Premises pursuant to legal proceeding or pursuant to any notice provided by law, then if Landlord does not elect to terminate this Lease as provided above, Landlord may from time to time, without terminating this Lease, either recover all Rent as it becomes due or relet the Premises or any part thereof for the Term of this Lease on terms and conditions as Landlord in its sole discretion may deem advisable with the right to make alterations and repairs to the Premises. If Landlord shall elect to so relet, such reletting shall not relieve Tenant of any obligation hereunder, except that the rents received by Landlord from such reletting shall be applied as follows: (a) first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord; (b) second, to the payment of any cost of such reletting; (c) third, to the payment of the cost of any alterations and repairs to the Premises; (d) fourth, to the payment of Rent due and unpaid hereunder and (e) the residue, if any, shall be held by Landlord and applied to payment of future Rent as the same may become due and payable hereunder. Should that portion of such rents received from such reletting during any month, which is applied to the payment of Rent hereunder, be less than the Rent payable during that month by Tenant hereunder, then Tenant shall pay such deficiency to Landlord immediately upon demand therefor by Landlord. Such deficiency shall be calculated and paid monthly. Tenant shall also pay to Landlord, as soon as ascertained, any costs and expenses, including attorneys’ fees, incurred by Landlord in such reletting or in making such alterations and repairs not covered by the rents received from such reletting. During the continuance of any Event of a Tenant Default, (a) if any Obligor or any of its Subsidiaries shall be in default under a Material Agreement, the Lenders Landlord shall have the right (but not to market the obligation) Premises to cause potential new tenants and may show the default or defaults under Premises to such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and potential new tenants during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentsnormal business hours.

Additional Remedies. Upon the occurrence and during the continuance of any Event of Default, (a) if In the event of the termination of this Agreement by Sellers and Stockholders pursuant to Section 15.1(d) or 15.1(e) (any Obligor or any of its Subsidiaries such event being a "Draw Condition"), Sellers and Stockholders shall be entitled to draw upon and receive the proceeds of the Letter of Credit and the Additional Letter of Credit (if applicable) and to receive the Escrow Amount (if applicable); provided, however, that such aggregate amount received shall not constitute liquidated damages and, in default under a Material Agreementaddition to the proceeds of the Letter of Credit, the Lenders Additional Letter of Credit and the Escrow Amount (as applicable), Sellers and Stockholders shall have be entitled to recover the right amount (but if any) by which their actual Damages resulting from such Draw Condition exceed $30,000,000. In the event of termination of this Agreement pursuant to any other provision of Section 15.1 not constituting a Draw Condition, Sellers shall return the obligation) original Letter of Credit and, if applicable, the Additional Letter of Credit to cause Citadel, and Citadel shall be entitled to receive the default or defaults under such Material Agreement Escrow Amount (if applicable). Citadel and Sellers shall execute and deliver any notice which is required to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver delivered to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to cure any default Escrow Agent under the applicable Material Escrow Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests as a result of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring i) any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes termination of this Agreement and (ii) the other Loan Documentsoccurrence of the Closing. (b) The parties recognize and agree that Citadel has relied on this Agreement and expended considerable effort and resources related to the transactions contemplated hereunder, that the rights and benefits conferred upon Citadel herein are unique, and that damages may not be adequate to compensate Citadel in the event any Seller or any Stockholder improperly refuses to consummate the transactions contemplated hereunder. The parties therefore agree that Citadel shall be entitled, at its option and in lieu of terminating this Agreement pursuant to Section 15.1, to have this Agreement specifically enforced by a court of competent jurisdiction; provided, however, that Citadel may not specifically enforce this Agreement if it has previously terminated this Agreement and received the original Letter of Credit, the Additional Letter of Credit and the Escrow Amount (as applicable).

Additional Remedies. Upon the occurrence and during the continuance of any Event of DefaultDefault specified in the Loan Agreement, the Indenture or herein, the Assignee may, at its option, in addition to any remedies set forth in Section 6 hereof, at any time: (a) if any Obligor in the name, place and stead of the Assignor and without becoming a mortgagee in possession (i) enter upon, manage and operate the Mortgaged Property or retain the services of one or more independent contractors to manage and operate all or any part of its Subsidiaries shall be in default the Mortgaged Property; (ii) make, enforce, modify and accept surrender of the Leases; (iii) obtain or evict tenants, collect, xxx for, fix or modify the Rents and enforce all rights of the Assignor under a Material Agreement, the Lenders shall have the right Leases; and (but not the obligationiv) to cause the default or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder) and otherwise exercise perform any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as other acts that may be necessary or proper to prevent or cure any default and protect the security of this Assignment; (b) with or without limiting exercising the foregoingrights set forth in subsection (a) above, upon give or require the Assignor to give, notice to any such default, each Obligor shall promptly execute, acknowledge or all tenants under the Leases authorizing and deliver directing the tenants to pay all Rents under the Leases directly to the Lenders Assignee; and (c) without regard to waste, adequacy of the security or solvency of the Assignor, apply for, and the Assignor hereby consents to, the appointment of a receiver of the Mortgaged Property, whether or not foreclosure proceedings have been commenced under this Subordinate Mortgage, and if such instruments as may reasonably be required proceedings have been commenced, whether or not a foreclosure sale has occurred. The exercise of such Obligor any of the foregoing rights or remedies and the application of the rents, profits and income pursuant to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to Section 20 hereof shall not cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring waive any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess (or notice of the Commitments to pay all amounts necessary default) under the Sanofi Documents in order to release Sanofi’s lien on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 shall be a power coupled with an interest and cannot be revoked. All amounts advanced by the Administrative Agent Subordinate Mortgage or invalidate any Lender on behalf of the Administrative Agent act done pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentssuch notice.

Additional Remedies. Upon the occurrence and during the continuance of any Event of Default, (a) if Enforcement of the Declaration, By-Laws of the Association, and the Regulations in addition to any Obligor other remedy set out herein, may be carried out by the Developer, the Association, When Empowered, or the Owner through any proceeding at law or in equity against any person or persons violating or attempting to violate any covenant or restriction in the Declaration, By-Laws, or Regulations established by the Developer or the Association, When Empowered, either to prevent or restrain violations, to recover damages or to compel a compliance to the terms thereof. Any failure by the Developer, the Association, When Empowered, or any Owner to enforce any covenant or restriction herein contained or contained in the Declaration or By-Laws or to enforce any of its Subsidiaries the Regulations shall in no event be in default under deemed a Material Agreementwaiver of a right to do so thereafter. In addition to the foregoing, the Lenders Developer or the Board of Directors of the Association, When Empowered, shall have the right (but not wherever there shall have been built on any Lot or Area of Extended Lot Owner Responsibility any Structure which is in violation of the obligation) Declaration, Architectural Guidelines or Regulations to cause enter upon the default Lot or defaults under Area of Extended Lot Owner Responsibility where such Material Agreement to be remedied (violation exists and summarily xxxxx or remove the same at the expense of the Owner, including without limitation the right to cease current construction and enjoin further construction, if after written notice of such violation, it shall not have been corrected by paying the Owner within the time required by the notice of violation. Any such entry and abatement or removal shall not be deemed a trespass. (b) The Developer or the Association, When Empowered, may, in addition to any unpaid amount thereunderother remedy, suspend the Common Area enjoyment rights of any Owner, their family members, lessees, invitees, licensees, employees or guests, or any of their pets or animals, for an appropriate period of time to be determined on a case by case basis by the Developer or the Board of Directors, When Empowered, for any non-compliance with the provisions of this Declaration, the By-Laws or of the Regulations. The right, however, of a Member to ingress and egress over the roads and/or parking areas shall not be suspended if they provide necessary access to their Lot. (c) The Owner grants to the Developer and otherwise exercise the Association the right and permission to enter the Lot to remove or correct any violation of the Declaration, By-Laws or Regulations, including but not limited to, the maintenance of Lots, Areas of Extended Lot Owner Responsibility or any Structure (as defined in Article I, Section1) thereon, and the removal of abandoned automobiles from any portion of the Property considered by the Board of Directors to be in violation with the Regulations, Declaration, By-Laws or to be a nuisance. (d) In addition to the remedies outlined in this Article, the Developer or the Association, When Empowered, may, but shall not be required to, enter upon any Lot(s), Area of Extended Lot Owner Responsibility or Common Area, seize and either deliver to the animal control authority at the Owner's cost, any pet or other animal that is not in compliance with the Declaration, By-Laws, or the Regulations or to be a nuisance. Notice of non-compliance shall be given to any Owner whose pets or animals are not in compliance, except when said non-compliance creates an emergency as determined by the Developer or the Board of Directors of the Association, When Empowered. The departure, while not under the restraint of a leash, of any pet or other animal from the Lot of its Owner, shall immediately constitute an emergency and there shall be no requirement for notice to be given. (e) In addition to the remedies outlined above in this Article, the Developer, or the Association, When Empowered, shall have the right to arrange for the removal, at the Owners expense, of any vehicle that is parked in violation of the Declaration or the Regulations after notice to the Owner of the Lot on or beside which the vehicle is parked. Notice of non-compliance shall be given to any Owner where the parking of a vehicle or vehicles, except when said non-compliance creates an emergency as determined by the Developer or the Board of Directors of the Association, When Empowered. The parking of a vehicle which impedes the passage of any emergency vehicle or school bus, shall immediately constitute an emergency and there shall be no requirement for notice to be given. (f) In addition to the remedies outlined above in this Article, the Developer, or the Association, When Empowered, shall have the right to deny any and all rights services provided by the Association to its Members, including without limitation review and/or approval of architectural plans by the Architectural Control Authority, to those Members who are not in compliance with the terms of the Declaration, the By-Laws, the Architectural Guidelines, or the Regulations, including without limitation those Members who owe past due Assessments, until such Obligor or Subsidiary, time as the case may beMember comes back into compliance in the sole discretion of the Developer, thereunderor the Board of Directors, as may be necessary When Empowered. (g) With regard to prevent or cure any default Owners of multiple Lots in the Business Park, including without limitation builders, and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver in addition to the Lenders such instruments as may reasonably be required of such Obligor remedies outlined above in this Article, the Developer, or the Association, When Empowered, shall have the right to permit the Lenders to cure any default under the applicable Material Agreement apply delinquent Assessment amounts owed on one or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests more of the Lenders. Any amounts paid Owner’s Lots to the Association’s all-encompassing lien over all the Lots in the Business Park owned by that Owner, and the Lenders pursuant to Developer and in accordance with this Section 11.03 shall be payable on demand by the ObligorsAssociation, When Empowered, shall accrue interest at possess all the Default Rate if not paid on demand rights and shall constitute “Obligations”. In furtherance powers of remedying delinquent Assessments and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors (without requiring any of them to act as such) with full power of substitution after the occurrence and during the continuance of an Event of Default to advance funds in excess of the Commitments to pay all amounts necessary under the Sanofi Documents in order to release Sanofi’s enforcing its continuing lien on the Mortgaged Premises Lots as set forth in the provisions of this Declaration. The Association’s all-encompassing lien over said Lots shall not be released on the individual Lots it covers until any and all Assessment delinquencies for all the Owner’s Lots have been remedied by the Owner, unless otherwise authorized by the Developer or the Association, When Empowered. If such a Lot is sold without payment of its delinquent assessments, the Association may apply that delinquent amount to terminate its all-encompassing lien over that Owner’s remaining Lots in the S/I Deed Business Park. (h) All costs incurred by the Developer (in its capacity as a Class “B” Member) or the Association, When Empowered, as a result of Trust any violation(s) of any provision of this Declaration, the Architectural Guidelines, or the Regulations, including without limitation all costs of collection and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 attorney’s fees, shall be a power coupled with an interest lien upon the affected property and cannot be revoked. All amounts advanced by the Administrative Agent or any Lender on behalf a personal obligation of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentsapplicable Owner.

Additional Remedies. Upon the occurrence and during the continuance of (a At any time an Event of DefaultDefault exists or has occurred and is continuing, (a) if any Obligor or any of its Subsidiaries shall be in default under a Material Agreement, the Lenders Lender shall have the right (but not in addition to any other rights Lender may have under this Agreement, any of the obligationother Financing Agreements or otherwise) without further notice to cause Borrower, to appropriate, set off and apply to the default payment of any or defaults under all of the Obligations, any or all Collateral, in such Material Agreement manner as Lender shall in its sole discretion determine, to be remedied (including without limitation by paying enforce payment of any unpaid amount thereunder) and otherwise exercise Collateral, to settle, compromise or release in whole or in part, any amounts owing on the Collateral, to prosecute any action, suit or proceeding with respect to the Collateral, to extend the time of payment of any and all rights Collateral, to make allowances and adjustments with respect thereto, to issue credits in the name of such Obligor Lender or SubsidiaryBorrower, as to sell, assign and deliver the case Collateral (or any part thereof), at public or private sale, at broker's board, for cash upon credit or otherwise, at Lender's sole option and discretion, and Lender may be, thereunder, as may be necessary to prevent bid or cure any default and (b) without limiting the foregoing, upon become purchaser at any such defaultsale, each Obligor shall promptly executeif public, acknowledge and deliver to the Lenders such instruments as may reasonably be required free from any right of such Obligor to permit the Lenders to cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations”. In furtherance of and in no way limiting the foregoing, each of the authorized representatives of the Administrative Agent redemption which is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower and the other Obligors expressly waived. (without requiring b Without limiting any rights or remedies of them to act as such) with full power of substitution Agent or Lender at any time on or after the occurrence and during the continuance of an Event of Default pursuant to advance funds in excess the other Financing Agreements or applicable law, Agent may, at its option, cure any default by Borrower under any agreement, law, regulation, permit, license or approval with, or issued or promulgated by, any Person, which constitutes, or with notice or passage of time or both would constitute an Event of Default hereunder or under any of the Commitments other Financing Agreements, or pay or bond on appeal any judgment, order, directive, claim or citation entered or made against Borrower (irrespective of the amount of said judgment or the time elapsed since entry thereof) and charge Borrower's account therefor, such amounts to pay all amounts necessary under be repayable by Borrower to Agent on demand, together with interest thereon at the Sanofi Documents in order to release Sanofi’s lien rate of interest then payable by Borrower on the Mortgaged Premises and to terminate the S/I Deed of Trust and the S/I Warranty and Reverter Deed; it being understood and agreed that this power of attorney in this Section 11.03 Obligations, provided, however, Agent shall be a power coupled with an interest under no obligation to -------- effect such cure, payment or bonding and cannot shall not, by making any payment for Borrower's account, be revoked. All amounts advanced by the Administrative Agent deemed to have assumed any obligation or liability of Borrower or any Lender on behalf of the Administrative Agent pursuant to this Section 11.03 shall automatically and without further action be added to the outstanding principal amount of the Term Loan and shall be a “Term Loan” for purposes of this Agreement and the other Loan Documentssuch Affiliate.