Common use of Remedies in Case of Default Clause in Contracts

Remedies in Case of Default. Section 7.1. If any of the following events occurs, it is hereby defined as and is declared to be and to constitute an “event of default”: (a) Default in the due and punctual payment of the interest on any bonds hereby secured and outstanding; (b) Default in the due and punctual payment of the principal of any bond hereby secured, whether at the stated maturity thereof, or upon proceedings for the redemption thereof; (c) Default in the performance or observance of any other of the covenants or agreements of the Authority in this Indenture or in any supplemental indenture, or in the bonds, contained, and the continuance thereof for a period of sixty (60) days after written notice thereof to the Authority by the Trustee; (d) If the Authority: (1) admits in writing its inability to pay its debts generally as they become due; (2) files a petition in bankruptcy; (3) makes an assignment for the benefit of its creditors; or (4) consents to or fails to contest the appointment of a receiver or trustee for itself or of the whole or any substantial part of the Project; (e) If the Authority: (1) is adjudged insolvent by a court of competent jurisdiction; (2) on a petition in bankruptcy filed against the Authority is adjudged a bankrupt; or (3) if an order, judgment or decree be entered by any court of competent jurisdiction appointing, without the consent of the Authority, a receiver or trustee of the Authority or of the whole or any substantial part of the Project, and any of the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within sixty (60) days from the date of entry thereof; (f) If any judgment shall be recovered against the Authority or any attachment or other court process issue that shall become or create a lien upon any of its property, and such judgment, attachment, or court process shall not be discharged or effectually secured within sixty (60) days; (g) If the Authority shall file a petition under the provisions of the U.S. Bankruptcy Code, as amended (“Bankruptcy Code”), or file answer seeking the relief provided in the Bankruptcy Code; (h) If a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against the Authority under the provisions of the Bankruptcy Code, and such judgment, order or decree shall not be vacated or set aside or stayed within one hundred twenty-three (123) days from the date of the entry thereof; (i) If, under the provisions of any other law now or hereafter existing for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Authority or of the whole or any substantial part of the Project, and such custody or control shall not be terminated within one hundred twenty-three (123) days from the date of assumption of such custody or control; (j) Failure of the Authority to bring suit to mandate the Commission or officials of the Commission to pay rentals due under the Lease or to levy a redevelopment district special benefits tax and/or tax anticipation warrants to pay the rental provided in the Lease referred to in Article V, or such other action to enforce the Lease as is reasonably requested by the Trustee, if such rental is more than sixty (60) days in default; (k) If the lease rental provided for in the Lease is not paid within sixty (60) days after each date it is due. Section 7.2. In the case of the happening and continuance of any of the events of default specified in Section 7.1, then the Trustee, by notice in writing mailed to the Authority, may, and upon written request of the owners of twenty five percent (25%) in principal amount of the bonds then outstanding hereunder by notice in writing, mailed to the Authority and upon being indemnified to its reasonable satisfaction, shall proceed to protect and enforce its rights and the rights of the owners of the bonds by suit or suits in equity or at law, or in any court of competent jurisdiction, whether for specific performance of any covenant or agreement contained herein or in aid of any power herein granted, or for the enforcement of any other appropriate legal or equitable remedy. No remedy by the terms of this Indenture conferred upon or reserved to the Trustee or to the bondholders is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence therein; and every such right or power may be exercised from time to time and as often as may be deemed expedient. Section 7.3. If default occurs with respect to the payment of principal or interest due hereunder, interest shall be payable on overdue principal and overdue interest both at the highest rate of interest on any of the bonds when sold, whether or not then outstanding. Section 7.4. Upon the occurrence of one or more events of default, the Authority, upon demand of the Trustee, shall forthwith surrender to the Trustee the actual possession of, and it shall be lawful for the Trustee by such officer or agent as it may appoint with or without process of law to take possession of, all the Leased Premises and to hold, operate and manage the same, and from time to time to make all needful repairs and such extensions, additions or improvements as to the Trustee shall seem wise; and to receive the rents, revenues, issues, earnings, income, profits and proceeds thereof and out of the same to pay all proper costs and expenses of so taking, holding and managing the same, including reasonable compensation to the Trustee, its agents and counsel, any charges of the Trustee hereunder, any taxes and assessments and other charges prior to the lien of this Indenture which the Trustee may deem it wise to pay, and all expenses in connection therewith and the creation of a reasonable reserve for anticipated costs and expenses; and to apply the remainder of the moneys so received by the Trustee, first, to the payment of the installments of interest which are due and unpaid in the order of their maturity, and next, if the principal of said bonds is due, to the payment of the principal thereof and the accrued interest thereon pro rata, without any preference or priority whatsoever except as aforesaid. Whenever all that is due upon such bonds and installment of interest and under any of the terms of this Indenture shall have been paid, and all defaults made good, the Trustee shall surrender possession to the Authority, its successors or assigns, but the same right of entry shall exist upon any subsequent default. The Trustee shall be under no obligation, however, to act under this Section 7.4 unless, in the exercise of its discretion, it is willing to do so. Notwithstanding anything contained herein to the contrary, upon the occurrence and continuance of an event of default hereunder, before taking any action with respect to the Project which may subject the Trustee to liability under any environmental law, statute, regulation or similar requirement, the Trustee may require that a satisfactory indemnity bond, indemnity or environmental impairment insurance be furnished for the payment or reimbursement of all expenses to which it may be put and to protect it against all liability resulting from any claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability) and expenses which may result from such foreclosure or other action. Section 7.5. In case of an event of default hereunder and upon the filing of judicial proceedings to enforce the rights of the Trustee and of the bondholders hereunder, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver of the Project and of the rents, revenues, issues, earnings, income and proceeds thereof pending such proceedings, with such powers as the court making such appointment shall confer. Section 7.6. All rights of action under this Indenture or under any of the bonds, including the right to file and prove a claim in any receivership, insolvency, bankruptcy, or other similar proceedings for the entire amount due and payable by the Authority under this Indenture, may be enforced by the Trustee without the possession of any of the bonds or the production thereof in any trial or other proceeding relating thereto, and any suit or proceeding instituted by the Trustee shall be brought in its name as Trustee, and any recovery shall be for the equal benefit of the owners of the outstanding bonds. Section 7.7. It is hereby declared and agreed, as a condition upon which each successive owner of all or any such bonds receives and holds the same, that no owner or owners of any such bond shall have the right to institute any proceeding in law or equity for the foreclosure of this Indenture, or for the appointment of a receiver, or for any other remedy under this Indenture, without first giving notice in writing to the Trustee of the occurrence and continuance of an event of default as aforesaid, and unless the owners of at least twenty five percent (25%) in principal amount of the then outstanding bonds shall have made written request to the Trustee and shall have offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, and without also having offered to the Trustee adequate security and indemnity against the costs, expenses and liabilities to be by the Trustee incurred therein or thereby; and such notice, request, and offer of indemnity may be required by the Trustee as conditions precedent to the execution of the powers and trusts of this Indenture or to the institution of any suit, action or proceeding at law or in equity for the foreclosure hereof, for the appointment of a receiver, or for any other remedy hereunder, or otherwise, in case of any such default as aforesaid; it being understood and intended that no one or more owners of the bonds shall have any right in any manner whatsoever, to affect, disturb or prejudice the lien of this Indenture by his or their action, or to enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided, and for the equal benefit of all owners of outstanding bonds. Notwithstanding any other provisions of this Indenture, the right of any owner of any bond to receive payment of the principal of and interest on such bond on or after the respective due dates therein expressed, or to institute suit for the recovery of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such owner. Section 7.8. No recourse under or upon any obligation, covenant or agreement contained in this Indenture or in any bond hereby secured, or because of the creation of any indebtedness hereby secured, shall be had against any incorporator, member, officer, director or employee, present or future, of the Authority or of any successor thereto either directly or through the Authority, by the enforcement of any assessment or by any legal or equitable proceeding or by virtue of any statute or otherwise; it being expressly agreed and understood that this Indenture and the obligations hereby secured are solely corporate obligations, and that no personal liability whatever shall attach to or be incurred by such officers, directors or employees of the Authority, or of any successor thereto, or any of them, because of the incurring of the indebtedness hereby authorized, or under or by reason of any of the obligations, covenants or agreements contained in this Indenture, or in any of the bonds hereby secured, or implied therefrom; and that any and all personal liability of every name and nature, and any and all rights and claims against every such officer, director or employee, whether arising at common law, or in equity, or created by statute or constitution, are hereby expressly released and waived as a condition of, and as a part of the consideration for, the execution of this Indenture and the issuance of bonds and interest obligations secured hereby.

Remedies in Case of Default. (1) Subject to the provisions of Section 7.1. If any of 7.4, if the following events occursCorporation shall have failed to pay to the Trustee, it is hereby defined as and is forthwith after the same shall have been declared to be and to constitute an “event of default”: (a) Default in the due and punctual payment of the interest on any bonds hereby secured and outstanding; (b) Default in the due and punctual payment of payable under Section 7.3, the principal of any bond hereby securedand interest on all Debentures of each applicable series then outstanding, whether at together with all other amounts due hereunder with respect thereto, the stated maturity thereof, or Trustee may in its discretion and shall upon proceedings for the redemption thereof; (c) Default in the performance or observance receipt of any other a Debentureholders’ Request of the covenants or agreements of the Authority in this Indenture or in any supplemental indenture, or in the bonds, contained, and the continuance thereof for a period of sixty (60) days after written notice thereof to the Authority by the Trustee; (d) If the Authority: (1) admits in writing its inability to pay its debts generally as they become due; (2) files a petition in bankruptcy; (3) makes an assignment for the benefit of its creditors; or (4) consents to or fails to contest the appointment of a receiver or trustee for itself or of the whole or any substantial part of the Project; (e) If the Authority: (1) is adjudged insolvent by a court of competent jurisdiction; (2) on a petition in bankruptcy filed against the Authority is adjudged a bankrupt; or (3) if an order, judgment or decree be entered by any court of competent jurisdiction appointing, without the consent of the Authority, a receiver or trustee of the Authority or of the whole or any substantial part of the Project, and any of the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within sixty (60) days from the date of entry thereof; (f) If any judgment shall be recovered against the Authority or any attachment or other court process issue that shall become or create a lien upon any of its property, and such judgment, attachment, or court process shall not be discharged or effectually secured within sixty (60) days; (g) If the Authority shall file a petition under the provisions of the U.S. Bankruptcy Code, as amended (“Bankruptcy Code”), or file answer seeking the relief provided in the Bankruptcy Code; (h) If a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against the Authority under the provisions of the Bankruptcy Code, and such judgment, order or decree shall not be vacated or set aside or stayed within one hundred twenty-three (123) days from the date of the entry thereof; (i) If, under the provisions of any other law now or hereafter existing for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Authority or of the whole or any substantial part of the Project, and such custody or control shall not be terminated within one hundred twenty-three (123) days from the date of assumption holders of such custody or control; (j) Failure of the Authority to bring suit to mandate the Commission or officials of the Commission to pay rentals due under the Lease or to levy a redevelopment district special benefits tax and/or tax anticipation warrants to pay the rental provided in the Lease referred to in Article V, or such other action to enforce the Lease as is reasonably requested by the Trustee, if such rental is more than sixty (60) days in default; (k) If the lease rental provided for in the Lease is not paid within sixty (60) days after each date it is due. Section 7.2. In the case of the happening and continuance of any of the events of default specified in Section 7.1, then the Trustee, by notice in writing mailed to the Authority, may, and upon written request of the owners of twenty five percent (25%) in principal amount of the bonds then outstanding hereunder by notice in writing, mailed to the Authority series and upon being indemnified and funded to its reasonable satisfactionsatisfaction against all costs, shall expenses and liabilities to be incurred, proceed in its name as Trustee hereunder to protect and obtain or enforce its rights and the rights payment of the owners said principal of and interest on all the bonds by suit or suits in equity or at lawDebentures of such series then outstanding, or in any court of competent jurisdiction, whether for specific performance of any covenant or agreement contained herein or in aid of any power herein granted, or for the enforcement of together with any other appropriate legal or equitable remedy. No remedy amounts due hereunder with respect thereto by the terms of such proceedings authorized by this Indenture conferred upon or reserved to the Trustee or to the bondholders is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at by law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence therein; and every such right or power may be exercised from time to time and as often as may be deemed expedient. Section 7.3. If default occurs with respect to the payment of principal or interest due hereunder, interest shall be payable on overdue principal and overdue interest both at the highest rate of interest on any of the bonds when sold, whether or not then outstanding. Section 7.4. Upon the occurrence of one or more events of default, the Authority, upon demand of the Trustee, shall forthwith surrender to the Trustee the actual possession of, and it shall be lawful for the Trustee by such officer or agent as it may appoint with or without process of law to take possession of, all the Leased Premises and to hold, operate and manage the same, and from time to time to make all needful repairs and such extensions, additions or improvements as counsel to the Trustee shall seem wise; and to receive the rents, revenues, issues, earnings, income, profits and proceeds thereof and out of the same to pay all proper costs and expenses of so taking, holding and managing the same, including reasonable compensation to the Trustee, its agents and counsel, any charges of deem expedient or as the Trustee hereunder, any taxes and assessments and other charges prior to the lien of this Indenture which the Trustee may deem it wise to pay, and all expenses shall in connection therewith and the creation of a reasonable reserve for anticipated costs and expenses; and to apply the remainder of the moneys so received by the Trustee, first, to the payment of the installments of interest which are due and unpaid in the order of their maturity, and next, if the principal of said bonds is due, to the payment of the principal thereof and the accrued interest thereon pro rata, without any preference or priority whatsoever except as aforesaid. Whenever all that is due upon such bonds and installment of interest and under any of the terms of this Indenture request shall have been paid, and all defaults made good, the Trustee shall surrender possession directed to the Authority, its successors or assigns, but the same right of entry shall exist upon any subsequent default. take. (2) The Trustee shall be under no obligationentitled and empowered, howevereither in its own name or as trustee of an express trust, or as attorney-in-fact for the Debentureholders, to act under this Section 7.4 unlessfile such proof of debt, in the exercise amendment of its discretionproof of debt, it is willing to do so. Notwithstanding anything contained herein to the contraryclaim, upon the occurrence and continuance of an event of default hereunder, before taking any action with respect to the Project which may subject the Trustee to liability under any environmental law, statute, regulation petition or similar requirement, the Trustee may require that a satisfactory indemnity bond, indemnity or environmental impairment insurance be furnished for the payment or reimbursement of all expenses to which it other document as may be put and necessary or advisable in order to protect it against all liability resulting from any claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability) and expenses which may result from such foreclosure or other action. Section 7.5. In case of an event of default hereunder and upon have the filing of judicial proceedings to enforce the rights claims of the Trustee and of the bondholders hereunderDebentureholders allowed in any liquidation, insolvency or bankruptcy proceedings relative to the Corporation or its creditors or relative to or affecting its properties. (3) The Trustee is hereby irrevocably appointed (and the successive respective holders of the Debentures by taking and holding the same shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Debentureholders or on behalf of the Debentureholders as a class, subject to deduction from any such claims of the amounts of any claims filed by any of the Debentureholders themselves, to prepare and file any proof of debt, amendment of proof of debt, claim, petition or other document in any liquidation, insolvency or bankruptcy proceedings relative to the Corporation or its creditors or relative to or affecting its properties and to receive payments of any sums becoming distributable on account thereof, and to execute any such other papers and documents and to do and perform any and all such acts and things for and on behalf of such Debentureholders as may be necessary or advisable in the opinion of Counsel to the Trustee shall be entitled, as a matter of right, in order to have the appointment of a receiver respective claims of the Project Trustee and the Debentureholders against the Corporation or its property allowed in any such proceeding, and to receive payment of the rents, revenues, issues, earnings, income and proceeds thereof pending or on account of such proceedings, with such powers as the court making such appointment shall conferclaims. Section 7.6. (4) All rights of action under this Indenture the Keep Well Agreement, hereunder or under any of the bonds, including the right to file and prove a claim in any receivership, insolvency, bankruptcy, or other similar proceedings for the entire amount due and payable by the Authority under this Indenture, Debenture Documents may be enforced by the Trustee without the possession of any of the bonds Debentures or the production thereof in any on the trial or other proceeding relating proceedings relative thereto, and any suit or proceeding instituted by . (5) No course of dealing on the part of the Trustee shall be brought in its name as Trustee, and or any recovery shall be for the equal benefit Debentureholder nor any delay or failure of the owners Trustee or of the outstanding bonds. Debentureholders to exercise any remedy referred to in this Section 7.7. It is hereby declared and agreed, 7 will operate as a condition upon which each successive owner of all or any such bonds receives and holds the same, that no owner or owners waiver of any such bond shall have the right remedy or will be construed to institute be a waiver of any proceeding in law Event of Default or equity for the foreclosure Default hereunder or acquiescence therein or will otherwise prejudice any rights, powers or remedies of this Indenture, or for the appointment of a receiver, or for any other remedy under this Indenture, without first giving notice in writing to the Trustee of or such holder. (6) Unless and until it has been required so to do under the occurrence and continuance of an event of default as aforesaidterms hereof, and unless the owners of at least twenty five percent (25%) in principal amount of the then outstanding bonds shall have made written request to the Trustee and shall have offered it reasonable opportunity either is not bound to proceed to exercise the powers hereinbefore granted give any notice or to institute such action, suit do or proceeding in its own name, and without also having offered to the Trustee adequate security and indemnity against the costs, expenses and liabilities to be by the Trustee incurred therein or thereby; and such notice, request, and offer of indemnity may be required by the Trustee as conditions precedent to the execution of the powers and trusts of this Indenture or to the institution of take any suitact, action or proceeding at law or in equity for the foreclosure hereof, for the appointment of a receiver, or for any other remedy hereunder, or otherwise, in case of any such default as aforesaid; it being understood and intended that no one or more owners of the bonds shall have any right in any manner whatsoever, to affect, disturb or prejudice the lien of this Indenture by his or their action, or to enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided, and for the equal benefit of all owners of outstanding bonds. Notwithstanding any other provisions of this Indenture, the right of any owner of any bond to receive payment of the principal of and interest on such bond on or after the respective due dates therein expressed, or to institute suit for the recovery of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such owner. Section 7.8. No recourse under or upon any obligation, covenant or agreement contained in this Indenture or in any bond hereby secured, or because of the creation of any indebtedness hereby secured, shall be had against any incorporator, member, officer, director or employee, present or future, of the Authority or of any successor thereto either directly or through the Authority, by the enforcement of any assessment or by any legal or equitable proceeding or by virtue of the powers conferred on it under the Keep Well Agreement, hereunder or under the other Debenture Documents; nor will the Trustee be required to take notice of an Event of Default or Default or any statute or otherwise; it being expressly agreed default hereunder, other than in payment of any moneys required by any provision hereof to be paid to it, unless and understood that this Indenture and until such time as the obligations hereby secured are solely corporate obligations, and that no personal liability whatever shall attach to or be incurred by such officers, directors or employees of the AuthorityTrustee has actual knowledge of, or has received notice of, such Event of any successor thereto, Default or any default hereunder and in the absence of them, because of the incurring of the indebtedness hereby authorized, actual knowledge or under or by reason of any of the obligations, covenants or agreements contained in this Indenture, or in any of the bonds hereby secured, or implied therefrom; such notice and that any and all personal liability of every name and nature, and any and all rights and claims against every such officer, director or employee, whether arising at common law, or in equity, or created by statute or constitution, are hereby expressly released and waived subject as a condition of, and as a part of the consideration foraforesaid, the execution of this Indenture and Trustee may assume that the issuance of bonds and interest obligations secured herebyCorporation is not in default hereunder.

Remedies in Case of Default. Section 7.1. If any of In the following events occurs, it is hereby defined as and is declared event Resident fails to be and to constitute an “event of default”: (a) Default in make the due and punctual payment of rental payments herein provided within the interest on any bonds hereby secured and outstanding; (b) Default in the due and punctual payment of the principal of any bond hereby secured, whether at the stated maturity thereof, or upon proceedings for the redemption thereof; (c) Default in the performance or observance of any other of the covenants or agreements of the Authority in this Indenture or in any supplemental indenturetime required, or in the bondsevent Resident fails to comply with any other term, covenant, condition or agreement therein contained, then and in such event, at his option, Owner may enforce the continuance thereof performance of this lease agreement in any mode provided by law, or may give notice to Resident of his election to terminate such lease agreement if such default continues for a period of sixty five (60) days after written notice thereof to the Authority by the Trustee; (d) If the Authority: (1) admits in writing its inability to pay its debts generally as they become due; (2) files a petition in bankruptcy; (3) makes an assignment for the benefit of its creditors; or (4) consents to or fails to contest the appointment of a receiver or trustee for itself or of the whole or any substantial part of the Project; (e) If the Authority: (1) is adjudged insolvent by a court of competent jurisdiction; (2) on a petition in bankruptcy filed against the Authority is adjudged a bankrupt; or (3) if an order, judgment or decree be entered by any court of competent jurisdiction appointing, without the consent of the Authority, a receiver or trustee of the Authority or of the whole or any substantial part of the Project, and any of the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within sixty (605) days from and after the date of entry thereof; (f) If any judgment shall be recovered against the Authority or any attachment or other court process issue that shall become or create a lien upon any of its property, and such judgment, attachment, or court process shall not be discharged or effectually secured within sixty (60) days; (g) If the Authority shall file a petition under the provisions of the U.S. Bankruptcy Code, as amended (“Bankruptcy Code”), or file answer seeking the relief provided in the Bankruptcy Code; (h) If a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against the Authority under the provisions of the Bankruptcy Code, and such judgment, order or decree shall not be vacated or set aside or stayed within one hundred twenty-three (123) days from the date of the entry thereof; (i) If, under the provisions of any other law now or hereafter existing for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Authority or of the whole or any substantial part of the Project, and such custody or control shall not be terminated within one hundred twenty-three (123) days from the date of assumption notification by Owner to Resident of such custody or control; (j) Failure of the Authority to bring suit to mandate the Commission or officials of the Commission to pay rentals due under the Lease or to levy a redevelopment district special benefits tax and/or tax anticipation warrants to pay the rental provided in the Lease referred to in Article V, or such other action to enforce the Lease as is reasonably requested by the Trustee, if such rental is more than sixty (60) days in default; (k) If the lease rental provided for in the Lease is not paid within sixty (60) days after each date it is due. Section 7.2. In the case event Owner elects to give such five (5) days notice and Resident fails to comply with all of his obligations under the terms of this lease agreement within such five (5) day period, then and in such event, Owner may terminate this lease and thereupon shall have the right, in person or by his agent or attorney, without further notice or demand, to re-enter said premises and to remove all persons and all property therefrom, without prejudice to any other legal rights which Owner may assert under the terms and provisions hereof. At the option of Owner, Owner may re-enter and take possession, and may re-let same for the remainder of the happening term of the best rental which Owner may be able to obtain, without otherwise terminating the liability of Resident hereunder, and continuance in such event, Resident shall remain liable to Owner for any deficiency in the rental payments for the balance of the term of his lease agreement. In the event Owner terminates this lease and re-enters and takes possession of said premises, and removes their personal property of Resident therefrom, Owner shall have the right place said property of Resident in storage at Resident’s expense and may pursue any other legal remedies which Owner may have with respect to his lien on any such property of Resident. In addition to all other remedies provided herein, Resident agrees to compensate Owner for all reasonable expenses necessary to enforce this lease agreement and to collect the rental or damages for breach of this lease, including, but not limited to all court costs and reasonable attorneys’ fees incurred in connection therewith, as well as all reasonable expenses necessary to the removal personal property therefrom and to the re-letting or attempted re-letting of the premises which shall include, but not be limited to, the costs of minor repairs and replacements, advertisements, brokerage fees and other expenses caused by Resident’s breach of any of the events terms and provisions of the lease agreement. In the event that the Resident is in default specified in Section 7.1of any rental payments at the end of the first day after any rental payment is due, during the term of this lease, then the Trustee, by notice in writing mailed to the Authority, may, and upon written request of the owners of twenty five percent (25%) in principal amount of the bonds then outstanding hereunder by notice in writing, mailed to the Authority and upon being indemnified to its reasonable satisfaction, shall proceed to protect and enforce its rights and the rights of the owners of the bonds by suit or suits in equity or at law, or in any court of competent jurisdiction, whether for specific performance of any covenant or agreement contained herein or in aid of any power herein granted, or for the enforcement of any other appropriate legal or equitable remedy. No remedy by the terms of this Indenture conferred upon or reserved to the Trustee or to the bondholders is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence therein; and every such right or power may be exercised from time to time and as often as may be deemed expedient. Section 7.3. If default occurs with respect to the payment of principal or interest due hereunder, interest shall be payable on overdue principal and overdue interest both at the highest rate of interest on any of the bonds when sold, whether or not then outstanding. Section 7.4. Upon the occurrence of one or more events of default, the Authority, upon demand of the Trustee, shall forthwith surrender to the Trustee the actual possession of, and it shall be lawful for the Trustee by such officer or agent as it may appoint with or without process of law to take possession of, all the Leased Premises and to hold, operate and manage the same, and from time to time to make all needful repairs and such extensions, additions or improvements as to the Trustee shall seem wise; and to receive the rents, revenues, issues, earnings, income, profits and proceeds thereof and out of the same to pay all proper costs and expenses of so taking, holding and managing the same, including reasonable compensation to the Trustee, its agents and counsel, any charges of the Trustee hereunder, any taxes and assessments and other charges prior to the lien of this Indenture which the Trustee may deem it wise to pay, and all expenses in connection therewith and the creation of a reasonable reserve for anticipated costs and expenses; and to apply the remainder of the moneys so received by the Trustee, first, to the payment of the installments of interest which are due and unpaid in the order of their maturity, and next, if the principal of said bonds is due, to the payment of the principal thereof and the accrued interest thereon pro rata, without any preference or priority whatsoever except as aforesaid. Whenever all that is due upon such bonds and installment of interest and under any of the terms of this Indenture shall have been paid, and all defaults made good, the Trustee shall surrender possession to the Authority, its successors or assigns, but the same right of entry shall exist upon any subsequent default. The Trustee shall be under no obligation, however, to act under this Section 7.4 unless, in the exercise of its discretion, it is willing to do so. Notwithstanding anything contained herein to the contrary, upon the occurrence and continuance of an event of default hereunder, before taking any action with respect to the Project which may subject the Trustee to liability under any environmental law, statute, regulation or similar requirement, the Trustee may require that a satisfactory indemnity bond, indemnity or environmental impairment insurance be furnished for the payment or reimbursement of all expenses to which it may be put and to protect it against all liability resulting from any claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability) and expenses which may result from such foreclosure or other action. Section 7.5. In case of an event of default hereunder and upon the filing of judicial proceedings to enforce the rights of the Trustee and of the bondholders hereunder, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver of the Project and of the rents, revenues, issues, earnings, income and proceeds thereof pending such proceedings, with such powers as the court making such appointment shall confer. Section 7.6. All rights of action under this Indenture or under any of the bonds, including the right to file and prove a claim in any receivership, insolvency, bankruptcy, or other similar proceedings for the entire amount due and payable by the Authority under this Indenture, may be enforced by the Trustee without the possession of any of the bonds or the production thereof in any trial or other proceeding relating thereto, and any suit or proceeding instituted by the Trustee shall be brought in its name as Trustee, and any recovery shall be for the equal benefit of the owners of the outstanding bonds. Section 7.7. It is hereby declared and agreed, as a condition upon which each successive owner of all or any such bonds receives and holds the same, that no owner or owners of any such bond Owner shall have the right to institute any proceeding in law or equity for the foreclosure of declare this Indenture, or for the appointment of a receiver, or for any other remedy under this Indenture, without first giving notice in writing to the Trustee of the occurrence and continuance of an event of default as aforesaid, and unless the owners of at least twenty five percent (25%) in principal amount of the then outstanding bonds shall have made written request to the Trustee and shall have offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, and without also having offered to the Trustee adequate security and indemnity against the costs, expenses and liabilities to be by the Trustee incurred therein or thereby; and such notice, request, and offer of indemnity may be required by the Trustee as conditions precedent to the execution of the powers and trusts of this Indenture or to the institution of any suit, action or proceeding at law or in equity for the foreclosure hereof, for the appointment of a receiver, or for any other remedy hereunder, or otherwise, in case of any such default as aforesaid; it being understood and intended that no one or more owners of the bonds shall have any right in any manner whatsoever, to affect, disturb or prejudice the lien of this Indenture by his or their action, or to enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided, and for the equal benefit of all owners of outstanding bondslease terminated forthwith. Notwithstanding any other provisions of this Indenture, the right of any owner of any bond to receive payment of the principal of and interest on such bond on or after the respective due dates therein expressed, or to institute suit for the recovery of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such owner. Section 7.8PERSON OBLIGATED. No recourse under or upon any obligation, covenant or agreement contained in this Indenture or in any bond hereby secured, or because of the creation of any indebtedness hereby secured, shall be had against any incorporator, member, officer, director or employee, present or future, of the Authority or of any successor thereto either directly or through the Authority, by the enforcement of any assessment or by any legal or equitable proceeding or by virtue of any statute or otherwise; it being expressly agreed and understood that this Indenture and the obligations hereby secured are solely corporate obligations, and that no personal liability whatever shall attach to or be incurred by such officers, directors or employees of the Authority, or of any successor thereto, or any of them, because of the incurring of the indebtedness hereby authorized, or under or by reason of any of the obligations, covenants or agreements contained in this Indenture, or in any of the bonds hereby secured, or implied therefrom; and that any Each and all personal liability of every name and natureResidents, and any and all rights and claims against every such officeras herein defined, director or employee, whether arising at common law, or joining in equity, or created by statute or constitution, are hereby expressly released and waived as a condition of, and as a part of the consideration for, the execution of this Indenture lease agreement shall be jointly and separately liable for the issuance performance of bonds all terms, provisions, conditions, and interest obligations secured herebyagreements herein contained. This lease agreement shall be binding upon all of the parties hereto, their heirs, successors and personal representatives.

Remedies in Case of Default. Section 7.120.01. If during the Term any one or more of the following events occurs, it is hereby defined as and is declared to be and to constitute acts or occurrences (any one of such occurrences or acts being hereinafter called an “event "Event of default”Default") shall happen: (a) Default Tenant shall default in making the payment of any installment of the Basic Rent or the Additional Charges or any default curable by the payment of money, as and when the same shall become due and punctual payable, and such default shall continue for a period of ten (10) days after written notice from Landlord that such payment of the interest on any bonds hereby secured is due and outstanding;unpaid; or (b) Default in the due and punctual payment of the principal of any bond hereby secured, whether at the stated maturity thereof, or upon proceedings for the redemption thereof; (c) Default Tenant shall default in the performance of or observance of compliance with any other of the covenants other covenants, agreements, terms or agreements conditions of the Authority in this Indenture or in Lease to be performed by Tenant (other than any supplemental indenture, or in the bonds, containeddefault curable by payment of money), and the continuance thereof such default shall continue for a period of sixty thirty (6030) days after written notice thereof from Landlord to Tenant, or, in the Authority by case of a default which cannot with due diligence be cured within thirty (30) days, Tenant shall fail to proceed promptly (except for unavoidable delays) after the Trustee;giving of such notice and with all due diligence to cure such default and thereafter to continuously prosecute the curing thereof with all due diligence (it being intended that as to a default not susceptible of being cured within thirty (30) days, the time within which such default may be cured shall be extended for such period as may be reasonably necessary to permit the same to be cured with all due diligence); or (dc) If the Authority: (1) admits in writing its inability to pay its debts generally as they become due; (2) files Tenant shall file a voluntary petition in bankruptcy; (3) makes an assignment for the benefit of its creditors; bankruptcy or (4) consents shall be adjudicated a bankrupt or insolvent or shall file any petition or answer seeking any reorganization, composition, readjustment or similar relief under any present or future bankruptcy or other applicable law, or shall seek or consent to or fails to contest acquiesce in the appointment of a receiver any trustee, receiver, or trustee for itself liquidate of Tenant or of the whole all or any substantial part of the Project; (e) If the Authority: (1) is adjudged insolvent by a court of competent jurisdiction; (2) on a petition in bankruptcy filed against the Authority is adjudged a bankrupt; or (3) if an order, judgment or decree be entered by any court of competent jurisdiction appointing, without the consent of the Authority, a receiver or trustee of the Authority its properties or of the whole all or any substantial part of the Project, and any of the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within sixty (60) days from the date of entry thereof;Demised Premises; or (fd) If any judgment shall be recovered against the Authority or any attachment or other court process issue that shall become or create a lien upon any of its property, and such judgment, attachment, or court process shall not be discharged or effectually secured within sixty (60) days; (g) If the Authority shall file a petition under the provisions of the U.S. Bankruptcy Code, as amended (“Bankruptcy Code”), or file answer seeking the relief provided in the Bankruptcy Code; (h) If if a court of competent jurisdiction shall enter an order, judgment enters a decree or decree approving a petition filed against the Authority order for relief with respect to Tenant under the provisions Title 11 of the Bankruptcy Code, and such judgment, order United States Code as now constituted or decree shall not be vacated hereafter amended or set aside or stayed within one hundred twenty-three (123) days from the date of the entry thereof; (i) If, under the provisions of any other applicable federal or state bankruptcy law now or hereafter existing for the relief other similar law, or aid if such court enters a decree or order appointing a receiver, liquidator, assignee, trustee, sequestrator (or similar official) of debtorsTenant, any court of competent jurisdiction shall assume custody or control of the Authority or of the whole or any substantial part of its properties, or if such court decrees or orders the Project, and such custody winding up or control shall not be terminated within one hundred twenty-three (123) days from the date of assumption of such custody or control; (j) Failure liquidation of the Authority to bring suit to mandate the Commission affairs of Tenant, or officials if Tenant files a petition or answer or consent seeking relief under Title 11 of the Commission to pay rentals due under the Lease United States Code as now constituted or to levy a redevelopment district special benefits tax and/or tax anticipation warrants to pay the rental provided in the Lease referred to in Article Vhereafter amended, or such under any other action to enforce the Lease as is reasonably requested by the Trustee, if such rental is more than sixty (60) days in default; (k) If the lease rental provided for in the Lease is not paid within sixty (60) days after each date it is due. Section 7.2. In the case of the happening and continuance of any of the events of default specified in Section 7.1, then the Trustee, by notice in writing mailed to the Authority, may, and upon written request of the owners of twenty five percent (25%) in principal amount of the bonds then outstanding hereunder by notice in writing, mailed to the Authority and upon being indemnified to its reasonable satisfaction, shall proceed to protect and enforce its rights and the rights of the owners of the bonds by suit applicable federal or suits in equity state bankruptcy law or at other similar law, or in any court of competent jurisdiction, whether for specific performance of any covenant or agreement contained herein or in aid of any power herein granted, or for the enforcement of any other appropriate legal or equitable remedy. No remedy by the terms of this Indenture conferred upon or reserved if Tenant consents to the Trustee institution or proceeding thereunder or to the bondholders is intended to be exclusive filing of any such petition, or to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other remedysimilar official) of Tenant, but each or of any substantial part of its respective properties, or if Tenant fails generally to pay its respective debts as such debts become due, or if Tenant takes any action in furtherance of any action described in this subparagraph (d); then, and every in any such remedy shall be cumulative event, and shall be in addition to during the continuance thereof, Landlord may at its option, then and thereafter notwithstanding the fact that Landlord may have any other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission notice to exercise any right or power accruing upon any default Tenant, designate a date, not less than fifteen (15) days after the giving of such written notice, on which this Lease shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence thereinterminate; and every thereupon, on such right or power may be exercised from time to time date the Term of this Lease and the estate hereby granted shall expire and terminate upon the date specified in such notice with the same force and effect as often if the date specified in such notice were the date hereinbefore fixed for the expiration of the Term of this Lease, and all rights of Tenant hereunder shall expire and terminate, but Tenant shall remain liable as may be deemed expedienthereinafter provided. Section 7.320.02. If default occurs this Lease is terminated as provided in Section 20.01, or as permitted by law, Tenant shall peaceably quit and surrender the Demised Premises to Landlord, and Landlord may, without further notice, enter upon, reenter, possess and repossess the same by summary proceedings, ejectment or other legal proceeding, and again have, repossess and enjoy the same as if this Lease had not been made and in any such event neither Tenant nor any person claiming through or under Tenant by virtue of any law or an order of any court shall be entitled to possession or to remain in possession of the Demised Premises but shall forthwith quit and surrender the Demised Premises, and Landlord at its option shall at any time, notwithstanding any other provision of this lease and any other remedies available to Landlord at law or in equity, be entitled to recover from Tenant (in lieu of all other claims for damages on account of such termination as and for liquidated damages) an amount equal to the excess of all rents reserved hereunder for the unexpired portion of the Term of this Lease, less the amount of rents, if any, the Landlord shall receive during such period from others to whom the Demised Premises may be rented. Nothing herein contained shall limit or prejudice the right of Landlord, in any bankruptcy or reorganization or insolvency proceeding, to prove for and obtain as liquidated damages by reason of such termination an amount equal to the maximum allowed by any bankruptcy or reorganization or insolvency proceedings, or to prove for and obtain as liquidated damages by reason of such termination, an amount equal to the maximum allowed by any statute or rule of law whether such amounts shall be greater or less than the excess referred to above. Section 20.03. Notwithstanding the foregoing provisions of this Article, if in any bankruptcy or like proceedings, whether voluntary or involuntary, or any other proceeding or filing of the type set forth in Section 20.01(c) hereof, no application is made and no relief is requested on behalf of Tenant for a reformation or recasting of this Lease or for any change, alteration, or modification of any of the agreements, terms, covenants, or conditions of this Lease, or to relieve Tenant with respect to the payment of principal Basic Rent or interest due hereunderAdditional Charges required by this Lease to be paid, interest shall be payable on overdue principal and overdue interest both at or from the highest rate performance of interest on any of the bonds agreements, terms, covenants and conditions of this Lease on the part of Tenant to be performed and observed, and if any such receiver, trustee, assignee, or other similar custodian of Tenant's property shall pay any and all installments of Basic Rent and Additional Charges required by this Lease to be paid, as and when solddue, whether and shall comply with and faithfully perform all other agreements, terms, covenants, and conditions of this Lease on the part of the Tenant to be performed, then this Lease shall not be so terminated or not then outstandingotherwise affected but shall continue in full force and effect. Section 7.420.04. Upon Anything to the occurrence contrary contained in this Article 20 notwithstanding, in the event Tenant shall offset any moneys (claimed to be owed to Tenant by Landlord) against the Basic Rent or Additional Charges payable by Tenant hereunder pursuant to the provisions of one this Lease, and Landlord shall dispute Tenant's right to such offset or more events the amount thereof, Tenant shall not be deemed to be in default of default, this Lease by reason of such offset until such dispute is resolved and Tenant shall fail to pay any sum determined to be payable by Tenant to Landlord in the Authority, upon demand resolution of such dispute together with interest at the Default Rate after the expiration of ten (10) days following such determination (whether by arbitration or otherwise). Section 20.05. If Landlord re-enters and obtains possession of the TrusteeDemised Premises, as provided in Section 20.02 of this Lease, following an Event of Default, Landlord shall forthwith surrender have the right, without notice, to repair, or alter the Trustee Demised Premises in such manner as Landlord may reasonably deem necessary or advisable so as to put the actual possession ofDemised Premises in good order and to make the same rentable and shall have the right at Landlord's option, to re-let the Demised Premises or a part thereof, and it Tenant shall be lawful for pay to Landlord ten (10) days after demand all expenses reasonably incurred by Landlord in obtaining possession, and in altering, repairing and putting the Trustee by such officer or agent as it may appoint with or without process of law to take possession of, all the Leased Demised Premises in good order and to hold, operate condition and manage in re-letting the same, including reasonable fees of attorneys and architects, and all other reasonable expenses or commissions, and Tenant shall pay to Landlord upon the Basic Rent payment dates following the date of such re-entry through and including the date set forth in Article 3 hereof for the expiration of the Term of this Lease in effect immediately prior to such re-entry the sums of money which would have been payable by Tenant as Basic Rent hereunder and Additional Charges on such Basic Rent payment dates if Landlord had not re-entered and resumed possession of the Demised Premises in addition to any past due amount of Base Rent and Additional Charges together with interest at the Default Rate, deducting only the net amount of rent, if any, which Landlord shall actually receive (after deducting from the gross receipts the expenses, costs and payments of Landlord which in accordance with the terms of this Lease would have been borne by Tenant) in the meantime from and by any reletting of the Demised Premises, and Tenant shall remain liable for all sums otherwise payable by Tenant under this Lease, including but not limited to the expenses of Landlord aforesaid, as well as for any deficiency aforesaid, and Landlord shall have the right from time to time to make all needful repairs begin and such extensions, additions or improvements as to the Trustee shall seem wise; and to receive the rents, revenues, issues, earnings, income, profits and proceeds thereof and out of the same to pay all proper costs and expenses of so taking, holding and managing the same, including reasonable compensation to the Trustee, its agents and counsel, any charges of the Trustee hereunder, any taxes and assessments and other charges prior to the lien of this Indenture which the Trustee may deem it wise to pay, and all expenses in connection therewith and the creation of a reasonable reserve for anticipated costs and expenses; and to apply the remainder of the moneys so received by the Trustee, first, to the payment of the installments of interest which are due and unpaid in the order of their maturity, and next, if the principal of said bonds is due, to the payment of the principal thereof and the accrued interest thereon pro rata, without any preference or priority whatsoever except as aforesaid. Whenever all that is due upon such bonds and installment of interest and under any of the terms of this Indenture shall have been paid, and all defaults made good, the Trustee shall surrender possession to the Authority, its successors or assigns, but the same right of entry shall exist upon any subsequent default. The Trustee shall be under no obligation, however, to act under this Section 7.4 unless, in the exercise of its discretion, it is willing to do so. Notwithstanding anything contained herein to the contrary, upon the occurrence and continuance of an event of default hereunder, before taking any action with respect to the Project which may subject the Trustee to liability under any environmental law, statute, regulation or similar requirement, the Trustee may require that a satisfactory indemnity bond, indemnity or environmental impairment insurance be furnished for the payment or reimbursement of all expenses to which it may be put and to protect it against all liability resulting from any claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability) and expenses which may result from such foreclosure maintain successive actions or other action. Section 7.5. In case of an event of default hereunder and upon the filing of judicial legal proceedings to enforce the rights of the Trustee and of the bondholders hereunder, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver of the Project and of the rents, revenues, issues, earnings, income and proceeds thereof pending such proceedings, with such powers as the court making such appointment shall confer. Section 7.6. All rights of action under this Indenture or under any of the bonds, including the right to file and prove a claim in any receivership, insolvency, bankruptcy, or other similar proceedings for the entire amount due and payable by the Authority under this Indenture, may be enforced by the Trustee without the possession of any of the bonds or the production thereof in any trial or other proceeding relating thereto, and any suit or proceeding instituted by the Trustee shall be brought in its name as Trustee, and any recovery shall be for the equal benefit of the owners of the outstanding bonds. Section 7.7. It is hereby declared and agreed, as a condition upon which each successive owner of all or any such bonds receives and holds the same, that no owner or owners of any such bond shall have the right to institute any proceeding in law or equity for the foreclosure of this Indenture, or for the appointment of a receiver, or for any other remedy under this Indenture, without first giving notice in writing to the Trustee of the occurrence and continuance of an event of default as aforesaid, and unless the owners of at least twenty five percent (25%) in principal amount of the then outstanding bonds shall have made written request to the Trustee and shall have offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, and without also having offered to the Trustee adequate security and indemnity against the costs, expenses and liabilities to be by the Trustee incurred therein or thereby; and such notice, request, and offer of indemnity may be required by the Trustee as conditions precedent to the execution of the powers and trusts of this Indenture or to the institution of any suit, action or proceeding at law or in equity for the foreclosure hereof, for the appointment of a receiver, or for any other remedy hereunder, or otherwise, in case of any such default as aforesaid; it being understood and intended that no one or more owners of the bonds shall have any right in any manner whatsoever, to affect, disturb or prejudice the lien of this Indenture by his or their action, or to enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided, and for the equal benefit of all owners of outstanding bonds. Notwithstanding any other provisions of this Indenture, the right of any owner of any bond to receive payment of the principal of and interest on such bond on or after the respective due dates therein expressed, or to institute suit Tenant for the recovery of such deficiency, expenses or damages or for a sum equal to any installments of the Basic Rent and the Additional Charges. In no event shall Landlord be responsible for or liable for failure to relet all or any portion of the Demised Premises. The obligation and liability of Tenant to pay the Basic Rent and the Additional Charges shall survive the commencement, prosecution, termination or completion of any action to secure possession of the Demised Premises and the termination of this Lease. Nothing herein contained shall be deemed to require Landlord to wait to begin such payment on action or other legal proceedings until the date when this Lease would have expired had there not been any Event of Default. No receipt of monies by Landlord from Tenant after the termination of this Lease (or Tenant's right to possession), or after the giving of any notice of the termination of this Lease (unless such respective datesreceipt cures the Event of Default which was the basis for the notice), shall not be impaired will reinstate, continue or affected extend the Term or affect any notice theretofore given to Tenant, or operate as a waiver of the right of Landlord to enforce the payment of Rent payable by Tenant hereunder or thereafter falling due, or operate as a waiver of the right of Landlord to recover possession of the Premises by proper remedy, except as herein otherwise expressly provided, it being agreed that after the service of notice to terminate this Lease or the commencement of any suit or summary proceedings, or after a final order or judgment for the possession of the Premises, Landlord may demand, receive and collect any monies due or thereafter falling due without the consent of such owner. Section 7.8. No recourse under or upon any obligation, covenant or agreement contained in this Indenture or in any bond hereby securedmanner affecting such notice, proceeding, order, suit or because judgment, all such monies collected being deemed payments on account of the creation of any indebtedness hereby secured, shall be had against any incorporator, member, officer, director or employee, present or future, use and occupation of the Authority or Premises or, at the election of any successor thereto either directly or through the AuthorityLandlord, by the enforcement on account of any assessment or by any legal or equitable proceeding or by virtue of any statute or otherwise; it being expressly agreed and understood that this Indenture and the obligations hereby secured are solely corporate obligations, and that no personal Tenant's liability whatever shall attach to or be incurred by such officers, directors or employees of the Authority, or of any successor thereto, or any of them, because of the incurring of the indebtedness hereby authorized, or under or by reason of any of the obligations, covenants or agreements contained in this Indenture, or in any of the bonds hereby secured, or implied therefrom; and that any and all personal liability of every name and nature, and any and all rights and claims against every such officer, director or employee, whether arising at common law, or in equity, or created by statute or constitution, are hereby expressly released and waived as a condition of, and as a part of the consideration for, the execution of this Indenture and the issuance of bonds and interest obligations secured herebyhereunder.

Remedies in Case of Default. Section 7.1. If So long as any Event of Default shall have occurred and shall be continuing, the Trustee may and, if directed by the holders of a majority in aggregate principal amount of the following events occursNotes then Outstanding, it is hereby defined as and is declared to be and to constitute an “event of default”shall: (a) Default in take possession and charge of all the due Collateral, including the books, papers and punctual payment accounts of the interest on any bonds hereby secured Company relating thereto, and outstandinghaving and holding the same, may manage the same; (b) Default in if and to the due and punctual payment of extent permitted by applicable law, by such officer or agent as it may appoint, sell all the principal of any bond hereby secured, whether at the stated maturity thereof, or upon proceedings for the redemption thereof; (c) Default in the performance or observance of any other of the covenants or agreements of the Authority in this Indenture or in any supplemental indentureCollateral as an entirety, or in such parcels as the bonds, contained, and the continuance thereof for a period of sixty (60) days after written notice thereof to the Authority by the Trustee; (d) If the Authority: (1) admits in writing its inability to pay its debts generally as they become due; (2) files a petition in bankruptcy; (3) makes an assignment for the benefit of its creditors; or (4) consents to or fails to contest the appointment holders of a receiver or trustee for itself or of the whole or any substantial part of the Project; (e) If the Authority: (1) is adjudged insolvent by a court of competent jurisdiction; (2) on a petition in bankruptcy filed against the Authority is adjudged a bankrupt; or (3) if an order, judgment or decree be entered by any court of competent jurisdiction appointing, without the consent of the Authority, a receiver or trustee of the Authority or of the whole or any substantial part of the Project, and any of the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within sixty (60) days from the date of entry thereof; (f) If any judgment shall be recovered against the Authority or any attachment or other court process issue that shall become or create a lien upon any of its property, and such judgment, attachment, or court process shall not be discharged or effectually secured within sixty (60) days; (g) If the Authority shall file a petition under the provisions of the U.S. Bankruptcy Code, as amended (“Bankruptcy Code”), or file answer seeking the relief provided in the Bankruptcy Code; (h) If a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against the Authority under the provisions of the Bankruptcy Code, and such judgment, order or decree shall not be vacated or set aside or stayed within one hundred twenty-three (123) days from the date of the entry thereof; (i) If, under the provisions of any other law now or hereafter existing for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Authority or of the whole or any substantial part of the Project, and such custody or control shall not be terminated within one hundred twenty-three (123) days from the date of assumption of such custody or control; (j) Failure of the Authority to bring suit to mandate the Commission or officials of the Commission to pay rentals due under the Lease or to levy a redevelopment district special benefits tax and/or tax anticipation warrants to pay the rental provided in the Lease referred to in Article V, or such other action to enforce the Lease as is reasonably requested by the Trustee, if such rental is more than sixty (60) days in default; (k) If the lease rental provided for in the Lease is not paid within sixty (60) days after each date it is due. Section 7.2. In the case of the happening and continuance of any of the events of default specified in Section 7.1, then the Trustee, by notice in writing mailed to the Authority, may, and upon written request of the owners of twenty five percent (25%) majority in principal amount of the bonds Notes then outstanding hereunder by Outstanding shall in writing request, or in the absence of such request, as the Trustee may determine, at the office of the Trustee in Wilmington, Delaware, having first given written notice in writing, mailed of such sale to the Authority Company as provided in Section 15.04 at least ten days before such sale; the Trustee may from time to time adjourn such sale in its discretion by announcement at the time and place fixed for such sale without further notice; and upon being indemnified such sale the Trustee may make and deliver to the purchaser or purchasers good and sufficient bills of sale or other conveyances for the same (for which purposes the Trustee is hereby irrevocably appointed the true and lawful attorney of the Company, in its reasonable satisfactionname and stead, shall to make such conveyances); or (c) in its own name and as trustee of an express trust proceed to protect and enforce its rights and the rights of the owners holders of the bonds Notes under this Indenture by a suit or suits in equity or at law, law for: (1) collection of sums due and unpaid upon the Notes or in any court of competent jurisdiction, whether for other unpaid Secured Obligations; (2) the specific performance of any covenant or agreement contained herein or in aid of any power herein granted, or for herein; (3) the enforcement of any other appropriate legal or equitable remedy. No remedy by the terms of this Indenture conferred upon or reserved to the Trustee or to the bondholders is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence therein; and every such right or power may be exercised from time to time and as often as may be deemed expedient. Section 7.3. If default occurs with respect to the payment of principal or interest due hereunder, interest shall be payable on overdue principal and overdue interest both at the highest rate of interest on any of the bonds when sold, whether or not then outstanding. Section 7.4. Upon the occurrence of one or more events of default, the Authority, upon demand of the Trustee, being advised pursuant to an Independent Opinion of Counsel, shall forthwith surrender deem most effectual to the Trustee the actual possession of, protect and it shall be lawful for the Trustee by such officer or agent as it may appoint with or without process of law to take possession of, all the Leased Premises and to hold, operate and manage the same, and from time to time to make all needful repairs and such extensions, additions or improvements as to the Trustee shall seem wise; and to receive the rents, revenues, issues, earnings, income, profits and proceeds thereof and out of the same to pay all proper costs and expenses of so taking, holding and managing the same, including reasonable compensation to the Trustee, its agents and counsel, any charges of the Trustee hereunder, any taxes and assessments and other charges prior to the lien of this Indenture which the Trustee may deem it wise to pay, and all expenses in connection therewith and the creation of a reasonable reserve for anticipated costs and expenses; and to apply the remainder of the moneys so received by the Trustee, first, to the payment of the installments of interest which are due and unpaid in the order of their maturity, and next, if the principal of said bonds is due, to the payment of the principal thereof and the accrued interest thereon pro rata, without any preference or priority whatsoever except as aforesaid. Whenever all that is due upon such bonds and installment of interest and under enforce any of the terms of this Indenture shall have been paid, its rights and all defaults made good, the Trustee shall surrender possession to the Authority, its successors or assigns, but the same right of entry shall exist upon any subsequent default. The Trustee shall be under no obligation, however, to act under this Section 7.4 unless, in the exercise of its discretion, it is willing to do so. Notwithstanding anything contained herein to the contrary, upon the occurrence and continuance of an event of default hereunder, before taking any action with respect to the Project which may subject the Trustee to liability under any environmental law, statute, regulation or similar requirement, the Trustee may require that a satisfactory indemnity bond, indemnity or environmental impairment insurance be furnished for the payment or reimbursement of all expenses to which it may be put and to protect it against all liability resulting from any claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability) and expenses which may result from such foreclosure or other action. Section 7.5. In case of an event of default hereunder and upon the filing of judicial proceedings to enforce the rights of the Trustee and holders of the bondholders hereunder, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver of the Project and of the rents, revenues, issues, earnings, income and proceeds thereof pending such proceedings, with such powers as the court making such appointment shall confer. Section 7.6. All rights of action under this Indenture or under any of the bonds, including the right to file and prove a claim in any receivership, insolvency, bankruptcy, or other similar proceedings for the entire amount due and payable by the Authority Notes under this Indenture, may be enforced by the Trustee without the possession of any of the bonds or the production thereof in any trial or other proceeding relating thereto, ; and any suit or proceeding instituted by the Trustee shall be brought in its name as Trustee, and any recovery shall be for the equal benefit of the owners of the outstanding bonds. Section 7.7. It is hereby declared and agreed, as a condition upon which each successive owner of all or prosecute any such bonds receives and holds the same, that no owner or owners of any such bond shall have the right to institute any proceeding in law or equity for the foreclosure of this Indenture, or for the appointment of a receiver, or for any other remedy under this Indenture, without first giving notice in writing to the Trustee of the occurrence and continuance of an event of default as aforesaid, and unless the owners of at least twenty five percent (25%) in principal amount of the then outstanding bonds shall have made written request to the Trustee and shall have offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, and without also having offered to the Trustee adequate security and indemnity against the costs, expenses and liabilities to be by the Trustee incurred therein or thereby; and such notice, request, and offer of indemnity may be required by the Trustee as conditions precedent to the execution of the powers and trusts of this Indenture or to the institution of any suit, action or proceeding at law to judgment or in equity for the foreclosure hereoffinal decree, for the appointment of a receiverand, thereupon, cause such judgment or for any other remedy hereunder, or otherwise, in case of any such default as aforesaid; it being understood and intended that no one or more owners of the bonds shall have any right in any manner whatsoever, final decree to affect, disturb or prejudice the lien of this Indenture by his or their action, or to enforce any right hereunder except be enforced in the manner herein providedprovided by law, and that all proceedings at law including, where authorized or in equity shall be instituted, had and maintained in the manner herein provided, and for the equal benefit of all owners of outstanding bonds. Notwithstanding any other provisions of this Indenturepermitted, the right collection out of any owner of any bond to receive payment of the principal of and interest on such bond on or after the respective due dates therein expressedproperty, or to institute suit for the recovery of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such owner. Section 7.8. No recourse under or upon any obligation, covenant or agreement contained in this Indenture or in any bond hereby secured, or because of the creation of any indebtedness hereby secured, shall be had against any incorporator, member, officer, director or employee, present or futurewherever situated, of the Authority Company (or other obligor upon the Notes) of any successor thereto either directly moneys adjudged or through the Authority, by the enforcement of any assessment or by any legal or equitable proceeding or by virtue of any statute or otherwise; it being expressly agreed and understood that this Indenture and the obligations hereby secured are solely corporate obligations, and that no personal liability whatever shall attach decreed to or be incurred by such officers, directors or employees of the Authority, or of any successor thereto, or any of them, because of the incurring of the indebtedness hereby authorized, or under or by reason of any of the obligations, covenants or agreements contained in this Indenture, or in any of the bonds hereby secured, or implied therefrom; and that any and all personal liability of every name and nature, and any and all rights and claims against every such officer, director or employee, whether arising at common law, or in equity, or created by statute or constitution, are hereby expressly released and waived as a condition of, and as a part of the consideration for, the execution of this Indenture and the issuance of bonds and interest obligations secured herebypayable.