Common use of Remedies on Default Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.1 hereof shall have occurred and be continuing, the Agency may takeAgency, to or the extent permitted by lawTrustee where so provided, may, take any one or more of the following remedial steps: (ia) declareThe Trustee, by written notice as and to the Companyextent provided in Article VIII of the Indenture, may cause all principal installments of rent payable under Section 3.3 hereof for the remainder of the term of this Agreement to be immediately due and payable, whereupon the same same, together with the accrued interest thereon, shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if upon the occurrence of an Event of Default specified in under Section 10.1(a)(vii7.1(d) hereof shall have occurred and be continuingor (e) hereof, such all principal installments of rent and other payments due payable under Section 3.3 hereof for the remainder of the term of this Lease Agreement Agreement, together with the accrued interest thereon, shall immediately become immediately due and payable without any declaration, notice to or other action of the Company Agency, the Trustee, the Holders of the Bonds or the taking of any other action by the AgencyPerson being a condition to such acceleration; (iib) The Agency or the Trustee, may terminate this Lease Agreement, provided however that no such termination of this Agreement shall relieve the Lessee of its liability and the Company Lease, reconvey the Equipment to the Company obligations hereunder and terminate the Sales Tax Exemption authorization. such liability and obligations shall survive any such termination; (c) The Agency shall have or the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) Trustee may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments rent then due or and thereafter to become due hereunderdue, and or to enforce performance or observance of any obligations, agreements or covenants of the Lessee under this Agreement; (d) The Trustee may take any action permitted under the Indenture with respect to an Event of Default thereunder; and (e) The Agency, without the consent of the Trustee or any Bondholder or any other Person but with notice to the Trustee, may proceed to enforce the Agency's Reserved Rights by (i) an action for damages, injunction or specific performance, and/or (ii) taking whatever action at law or in equity as may appear necessary or desirable to collect payments of amounts due by the Lessee under the Agency's Reserved Rights or to enforce the performance or observance of any obligations, covenants or agreements and covenants of the Company Lessee under this Lease Agreement. the Agency's Reserved Rights and/or (biii) terminating the Agency's leasehold interest in the Facility to the Lessee, which termination, the Lessee hereby irrevocably agrees to execute and deliver to the Agency. In the event that the Lessee fails to make any rental payment required in Section 3.3 hereof, the installment so in default shall continue as an obligation of the Lessee until the amount in default shall have been fully paid. No action taken pursuant to this Section 10.2 7.2 (including repossession of the Facility or termination of the Lease Agreementthis Agreement pursuant to this Section 7.2 or by operation of law or otherwise) shall shall, except as expressly provided herein, relieve the Company Lessee from its obligation the Lessee's obligations hereunder, all of which shall survive any such action. Notwithstanding the foregoing, prior to make the earlier of the commencement of any legal proceedings by the Trustee to foreclose the lien and security interest of the Indenture in the Facility, and if the Event of Default shall be capable of being remedied by the Lessee, the Lessee may, at any time, pay all payments required accrued unpaid rentals (exclusive of any such rentals accrued solely by virtue of acceleration of the due date of the Bonds as provided in Section 4.3 hereof or due 7.01 of the Indenture), pay such other amounts in default hereunder, render such performance hereunder and owing PILOT Payments or Recaptured Benefitsotherwise fully cure all other defaults hereunder; and in such event, this Agreement shall be fully reinstated, as if it had never been terminated. If this Agreement shall be fully reinstated, upon written request by the Lessee to the Agency and the Trustee, the Agency and the Trustee shall deliver to the Lessee a written confirmation of such reinstatement.

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

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

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

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

Remedies on Default. (a) Whenever any Event event of Default default referred to in Section 9.l hereof shall have occurred happened and be continuing, the Agency Issuer may take, to the extent permitted by law, take any one or more of the following remedial steps: (ia) declare, by By written notice to Company, Issuer may declare an amount equal to the Companyprincipal and accrued interest on the 2001 Series B Bonds then Outstanding, as defined in the Indenture, to be immediately due and payablepayable under this Agreement, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and . (b) hereofIssuer may have access to and inspect, (B) examine and make copies of the books and records and any and all unpaid accounts, data and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent income tax and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking tax returns of any other action by the Agency;Company. (iic) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) Issuer may take any other whatever action at law or in equity which may appear necessary or desirable to collect the payments amounts then due or and thereafter to become due hereunderdue, or to enforce performance and observance of any obligation, agreement or covenant of Company under this Agreement, including, until the Release Date, any remedies available in respect of the First Mortgage Bonds. In case there shall be pending a proceeding of the nature described in Section 9.1(d) or (e) above, Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of Trustee allowed in such judicial proceedings relative to Company, its creditors or its property, and to enforce collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the obligationssame after the deduction of its charges and expenses; and any custodian (including, agreements without limitation a receiver, trustee or liquidator) of Company appointed in connection with such proceedings is hereby authorized to make such payments to Trustee, and covenants to pay to Trustee any amount due it for compensation and expenses, including reasonable counsel fees and expenses incurred by it up to the date of such distribution. Any amounts collected pursuant to action taken under this Section 9.2 (other than the compensation and expenses referred to in the immediately prior sentence) shall be paid into the Bond Fund and applied in accordance with the provisions of the Company under this Lease Agreement. Indenture or, if the 2001 Series B Bonds have been fully paid (b) No action taken pursuant to this Section 10.2 (including termination or provision for payment thereof has been made in accordance with the provisions of the Lease AgreementIndenture) and all reasonable and necessary fees and expenses of Trustee and any paying agents accrued and to accrue through final payment of the 2001 Series B Bonds, and all other liabilities of Company accrued and to accrue hereunder or under the Indenture through final payment of the 2001 Series B Bonds have been paid, such amounts so collected shall relieve the Company from its obligation be paid to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recaptured BenefitsCompany.

Remedies on Default. (a) Whenever Subject to the provisions of Section 2.11 of the Indenture and the Subordination Agreement, whenever any Event of Default hereunder shall have occurred and be continuing, the Agency Trustee or the County where so provided may take, to the extent permitted by law, take any one or more of the following remedial steps: (ia) declareIn the event any of the Bonds shall at the time be Outstanding and not paid and discharged in accordance with the provisions of the Indenture, by written notice the County or the Trustee may have access to and inspect, examine and make copies of the Companybooks and records and any and all accounts, to be immediately due data and payable, whereupon income tax and other tax returns of the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and Borrower. (b) hereofThe County or the Trustee may, without being required to give any notice (B) all unpaid and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice than to the Company County or the taking Trustee, as applicable), except as provided herein, pursue all remedies of a creditor under the laws of the State, as supplemented and amended, or any other action by the Agency;applicable laws. (iic) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) or Trustee may take any other whatever action at law or in equity which may appear necessary or desirable to collect the payments due under this Financing Agreement then due or and thereafter to become due due, or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Financing Agreement. Any amounts collected pursuant to Article IV and any other amounts which would be applicable to payment of principal of and interest and any premium on the Bonds collected pursuant to action taken under this Section shall be applied in accordance with the provisions of the Indenture. The provisions of this Section are subject to the further limitation that if, after any Event of Default hereunder all amounts which would then be payable hereunder by the Borrower if such Event of Default had not occurred and was not continuing shall have been paid by or on behalf of the Borrower, and the Borrower shall have also performed all other obligations in respect of which it is then in default hereunder, and to enforce shall have paid the obligations, agreements charges and covenants expenses of the Company County and the Trustee, including attorneys’ fees paid or incurred in connection with such default, and if there shall then be no default existing under this Lease Agreementthe Indenture, then and in every such case such Event of Default hereunder shall be waived and annulled, but no such waiver or annulment shall affect any subsequent or other Event of Default or impair any right consequent thereon. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recaptured Benefits.

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

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

Remedies on Default. (a) Whenever any Event of Default exists with respect to a Property Schedule, Lessor shall have occurred and be continuingthe right, the Agency may takeat its sole option without any further demand or notice, to the extent permitted by law, any take one or more any combination of the following remedial steps: (ia) declareWithout terminating the Property Schedule, and by written notice to Lessee, Lessor may declare all Rental Payments and other amounts payable by Lessee thereunder to the Company, end of the then-current budget year of Lessee to be immediately due due, including without limitation delinquent Rental Payments under the Property Schedule from prior budget years, and payablesuch amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and whichever is less; (b) hereofLessor may terminate the Property Schedule, (B) may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all unpaid and past due PILOT Payments, (C) all due and owing Recaptured Benefitsof the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and (D) all other payments due under this Lease AgreementLessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that if an Event any proceeds from the disposition of Default specified the property in excess of the sum required to (i) defease the Property Schedule pursuant to Section 10.1(a)(vii6.07, (ii) hereof shall have occurred and be continuing, such installments of rent and pay any other payments amounts then due under this Lease Agreement the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys fees), shall become immediately due and payable without be paid to Lessee or such other creditor of Lessee as may be entitled thereto; (c) By written notice to the Company or Agent, if any, Lessor may instruct the taking of any other action Agent to apply all sums held by the AgencyAgent in any accounts relating to the Property Schedule under the applicable escrow or trust agreement as provided in the applicable escrow or trust agreement. (d) By written notice to any escrow agent (other than the Agent) who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of Lessee's obligations under the Property Schedule; (iie) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) Lessor may take any other action action, at law or in equity which equity, that is permitted by applicable law and that may appear necessary or desirable to collect enforce or to protect any of its rights under the payments then due or thereafter to become due hereunder, Property Schedule and to enforce the obligations, agreements and covenants of the Company under this Lease Agreement. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recaptured Benefits.

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

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

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

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

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

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

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

Remedies on Default. (a) Whenever any Event event of Default default referred to in Section 9.l hereof shall have occurred happened and be continuing, the Agency Issuer may take, to the extent permitted by law, take any one or more of the following remedial steps: (ia) declare, by By written notice to Company, Issuer may declare an amount equal to the Companyprincipal and accrued interest on the 2001 Series A Bonds then Outstanding, as defined in the Indenture, to be immediately due and payablepayable under this Agreement, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and . (b) hereofIssuer may have access to and inspect, (B) examine and make copies of the books and records and any and all unpaid accounts, data and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent income tax and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking tax returns of any other action by the Agency;Company. (iic) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) Issuer may take any other whatever action at law or in equity which may appear necessary or desirable to collect the payments amounts then due or and thereafter to become due hereunderdue, or to enforce performance and observance of any obligation, agreement or covenant of Company under this Agreement, including, until the Release Date, any remedies available in respect of the First Mortgage Bonds. In case there shall be pending a proceeding of the nature described in Section 9.1(d) or (e) above, Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of Trustee allowed in such judicial proceedings relative to Company, its creditors or its property, and to enforce collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the obligationssame after the deduction of its charges and expenses; and any custodian (including, agreements without limitation a receiver, trustee or liquidator) of Company appointed in connection with such proceedings is hereby authorized to make such payments to Trustee, and covenants to pay to Trustee any amount due it for compensation and expenses, including reasonable counsel fees and expenses incurred by it up to the date of such distribution. Any amounts collected pursuant to action taken under this Section 9.2 (other than the compensation and expenses referred to in the immediately prior sentence) shall be paid into the Bond Fund and applied in accordance with the provisions of the Company under this Lease Agreement. Indenture or, if the 2001 Series A Bonds have been fully paid (b) No action taken pursuant to this Section 10.2 (including termination or provision for payment thereof has been made in accordance with the provisions of the Lease AgreementIndenture) and all reasonable and necessary fees and expenses of Trustee and any paying agents accrued and to accrue through final payment of the 2001 Series A Bonds, and all other liabilities of Company accrued and to accrue hereunder or under the Indenture through final payment of the 2001 Series A Bonds have been paid, such amounts so collected shall relieve the Company from its obligation be paid to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recaptured BenefitsCompany.

Remedies on Default. In addition to any other rights a Participant may have under this Agreement or at law, if a Default Notice is given and if the Participant in default does not proceed in the manner contemplated in Section 12.4(b)(i) or (ii) hereof or if the Event of Default is not capable of remedy, the security constituted by Section 12.5 hereof shall become enforceable and the Participants not so in default (the “Non-defaulting Participants”) shall have the following rights and remedies: (a) Whenever any if the Event of Default shall have occurred and be continuingis of the nature referred to in Section 12.3(a) hereof or is another Event of Default, the Agency may takedefaulting Participant shall, to during the extent permitted by law, any one or more period of the following remedial stepscontinuance of the Event of Default: (i) declarehave no right to attend meetings or to participate in decisions of the Management Committee or any subcommittee thereof, the activities of which shall be conducted as if the only members of the Management Committee and of the subcommittees thereof were those Persons appointed to act as representatives of the Non-defaulting Participants and any decision made by such Persons shall be deemed to have been duly made unless the Non-defaulting Participants can be shown to be acting contrary to reasonable financial or good Canadian mining practice; (ii) have no right to exercise any of the rights to which it would otherwise have been entitled under Article 13 hereof; and (iii) have no right to receive its share of minerals; (b) if the Event of Default is of the nature referred to in Section 12.3(a) hereof, the Non-defaulting Participants shall have the right from time to time to either elect to pay on behalf of the Participant in default or to advance to the Operator an amount equal to the Cost Share of the defaulting Participant or other payment in arrears. The Non-defaulting Participants shall make any such payment or advance in such proportions as they may agree or failing agreement pro rata according to their respective Participating Interests at the time. In any such case: (i) if a Non-defaulting Participant or the Non-defaulting Participants elect to pay the Cost Share or other payment in arrears (other than a payment in arrears to which Section 12.6(b)(ii) applies or, in the case of the MPV Group, a payment in arrears of any MPV Expenses or any interest accrued thereon or included therein) of the defaulting Participant on its behalf, the amount of such payment shall be deemed to be a Joint Venture Expense contributed and paid by the Non-defaulting Participant the Participating Interest of the defaulting Participant shall be adjusted in accordance with the provisions of Section 7.1(b) hereof and the Non-defaulting Participants shall have no rights to be reimbursed by the Participant in default for such amounts; (ii) if the Non-defaulting Participants elect to advance amounts to the Operator to fund payments in arrears, the defaulting Participant shall forthwith pay to the Non-defaulting Participants an amount equal to the amounts so advanced by them respectively plus interest at a variable nominal rate per annum equal on each day to LIBOR as then in effect plus 5% until the Prime Rate Date and from and after the Prime Rate Date Plus 4%, in each case compounded annually until paid both before and after default and judgment provided that if applicable law requires that a lesser rate be paid such lesser rate shall apply; and (A) with or without taking possession, the Non-defaulting Participants shall be entitled to sell, free and clear of the Security Interest created under Section 12.5 but in accordance with the terms of any other Security Interests created in accordance with this Agreement, all or part of the minerals pledged and charged by the defaulting Participant pursuant to Section 12.5(a) hereof, either as a whole or in separate parcels, in such manner, at such times and places and upon such terms and conditions as the Non-defaulting Participants shall determine; (B) with or without taking possession, the Non-defaulting Participants shall be entitled upon 90 days prior written notice given to the defaulting Participant, to sell free and clear of the Security Interest created under Section 12.5 but in accordance with the terms of any other Security Interests created in accordance with this Agreement all or an undivided part of the Participating Interest pledged and charged by the defaulting Participant pursuant to Section 12.5(b) hereof, in such manner, at such time and upon such terms and conditions as the Non-defaulting Participants shall determine; and (C) subject to clause (iv) of this Section 12.6(b), the net proceeds from any sale effected pursuant to this clause (ii) shall be applied to the extent required to discharge the payment obligations of the defaulting Participant hereunder and the balance, if any, of such proceeds shall be paid to the defaulting Participant; (iii) all monies paid or applied in satisfaction of amounts owing to the Non-defaulting Participants under this Section 12.6(b) shall be applied firstly to satisfy interest owing on the amounts advanced pursuant to Section 12.6(b)(ii) hereof and thereafter to such amounts so advanced; (iv) upon payment of all amounts owing by a defaulting Participant under this Section 12.6(b) and otherwise hereunder, the defaulting Participant shall cease to be a defaulting Participant and, to the extent of the Participating Interest (if any) of the defaulting Participant at such time, shall be entitled to resume full exercise of its rights hereunder, provided that such Participant is not otherwise in default hereunder in such manner that the rights and remedies contained in this Section 12.6 are then applicable; (c) subject as hereinafter provided in this Section 12.6(c), if the Event of Default is of the nature referred to in Sections 12.3(a), 12.3(b), 12.3(c) or 12.3(d) hereof, and if the Event of Default if capable of being remedied has not been remedied by or on behalf of the defaulting Participant within one hundred and eighty (180) days from the time when the remedies set forth in this Section 12.6 first become available or if the Event of Default is incapable of being remedied, then the Non-defaulting Participants shall have the right, to be exercised by written notice to the Companydefaulting Participant at any time during the continuation of the Event of Default, to elect to purchase all of the Participating Interest of the defaulting Participant at a purchase price equal to 90% of the fair market value thereof as of the date of such notice, such fair market value to be immediately due established by agreement within 90 days from the giving of the notice or, failing agreement within those 90 days, as determined by the settlement of such disagreement in accordance with Article 15 hereof. The Non-defaulting Participants shall have the right to purchase the Participating Interest of the defaulting Participant in such proportions as they may agree or failing agreement, pro rata, according to their respective Participating Interests at the time. Any amounts which, as of the closing, are owing by the defaulting Participant to the Non-defaulting Participants in respect of any Cost Share or other expenses or costs incurred by the Non-defaulting Participants on behalf of the defaulting Participant relating to the Joint Venture or in respect of any other monies payable under this Agreement, shall be deducted from the purchase proceeds payable to the defaulting Participant under this Section 12.6(c). Such amount of the purchase proceeds shall be paid to the Non defaulting Participants and payableapplied to such amounts owing to the Non-defaulting Participants in this Section 12.6(c). If notice under this Section 12.6(c) is given, whereupon the same defaulting Participant shall become immediately due sell its Participating Interest to the Non-defaulting Participant or Participants as contemplated herein and payable: (Athe provisions of this Section 12.6(c) all unpaid installments of rent payable pursuant shall apply to the purchase and sale. Notwithstanding Section 4.3(a) and (b) 12.9 hereof, (B) all unpaid and past due PILOT Paymentsif the Non defaulting Participants proceed in the manner stated in this Section 12.6(c), (C) all due and owing Recaptured Benefits, and (D) such Participants shall be deemed to have exercised the right contained herein in lieu of all other payments due under rights, at law or in equity, against the defaulting Participant by reason of the Event of Default. The right of the Non-defaulting Participants contained in this Lease Agreement; providedSection 12.6(c) to purchase at a discount is not intended to impose a penalty upon the defaulting Participant, howeverbut rather all parties agree that the stated discount from fair market value is a genuine pre-estimate of the minimum liquidated damage which would be suffered by the Non-defaulting Participants in such event, that if an bearing in mind the disruptive effect which a prolonged Event of Default specified in would have upon the Joint Venture. The following provisions shall also apply to this Section 10.1(a)(vii12.6(c): (i) hereof the Non-defaulting Participant or Participants shall have occurred and be continuing, such installments of rent and other payments due pay the purchase proceeds payable to the defaulting Participant under this Lease Agreement shall become immediately due and payable without notice Section 12.6(c) by certified cheque or bank draft, or such other form of payment as is acceptable to all Persons concerned, at a closing to be held 45 business days after the Company or determination of the taking of any other action by the Agencypurchase price; (ii) terminate if any interest of the defaulting Participant in any agreement is assigned or transferred to one or both of the Non-defaulting Participants as a part of the transaction of sale under this Lease Agreement and Section 12.6, the Company Lease, reconvey the Equipment defaulting Participant shall fulfill all of its obligations thereunder to the Company date of the closing and terminate shall indemnify the Sales Tax Exemption authorizationNon-defaulting Participants in respect of all such obligations. The Agency purchasing Non-defaulting Participant or Participants shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense fulfill all obligations of the Company defaulting Participant under such agreements, which arise from and after the closing date, and shall indemnify the defaulting Participant in respect of all such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; orobligations; (iii) take at the closing, the defaulting Participant shall deliver such assignments, transfers and other assurances as may reasonably be required to assure the Non-defaulting Participants that the Participating Interest sold by the defaulting Participant has been conveyed, free and clear of all encumbrances, other than Security Interests created in accordance with this Agreement, and provided that if any other action at law mortgage, charge or lien in favour of a contractor in respect of the Property exists as of closing date, the Non-defaulting Participants shall be entitled to withhold from the amount otherwise payable to the defaulting Participant an amount equal to the defaulting Participant’s proportionate share on account of such mortgage, charge or lien (such sum referred to herein as the “Holdback”). Until disbursed or applied as provided for herein, the Non-defaulting Participants shall invest the Holdback in an interest-bearing account with a Schedule I Bank Act (Canada) chartered bank or in equity which a short-term investment instrument issued by such a chartered bank or by a federal or provincial government in Canada as the Non-defaulting Participants may appear in its discretion determine. It is acknowledged that the Non-defaulting Participants shall have no liability for failing to obtain any specified rate or minimum rate of return or to obtain the highest rate of return available on the Holdback, its sole obligation being to account for interest actually earned thereon. For a period of five (5) years following the closing, the Non-defaulting Participants shall be entitled to set-off and deduct from the Holdback and apply such amounts as may be necessary from time to time to satisfy the defaulting Participant’s proportionate share of any such mortgage, charge or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants lien in favour of a contractor in respect of the Company under this Lease Agreement. (b) No action taken pursuant to this Section 10.2 (including termination Property. On the fifth anniversary of the Lease Agreement) closing, the Non-defaulting Participants shall relieve pay to the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recaptured Benefitsdefaulting Participant the balance remaining, if any, of the unapplied Holdback.

Remedies on Default. If any of the Events of Default hereinabove specified shall occur, and during the continuance of such Event of Default, Landlord shall have and may exercise any of the following rights and remedies: (a) Whenever Landlord may, pursuant to written notice thereof to Tenant, terminate this Lease and, peaceably or pursuant to appropriate legal proceedings, re-enter, retake and resume possession of the Premises for Landlord’s own account and, for Tenant’s breach of and default under this Lease, recover immediately from Tenant any Event and all rents and other sums and damages due or in existence at the time of Default such termination, including, without limitation, (i) all Rent and other sums, charges, payments, costs and expenses agreed and/or required to be paid by Tenant to Landlord hereunder through the date of termination, (ii) all reasonable costs and expenses of Landlord in connection with the recovery of possession of the Premises, including reasonable attorneys’ fees and court costs, and (iii) all reasonable costs and expenses of Landlord in connection with any reletting or attempted reletting of the Premises or any part or parts thereof, including, without limitation, brokerage fees, reasonable attorneys’ fees and the cost of any alterations or repairs which may be reasonably required to so relet the Premises, or any part or parts thereof. (b) Landlord may, pursuant to any prior notice required by law, and without terminating this Lease, peaceably or pursuant to appropriate legal proceedings, re-enter, retake and resume possession of the Premises for the account of Tenant, make such alterations of and repairs to the Premises as may be reasonably necessary in order to relet the same or any part or parts thereof and relet or attempt to relet the Premises or any part or parts thereof for such term or terms (which may be for a term or terms extending beyond the Term), at such rents and upon such other terms and provisions as Landlord, in its sole, but reasonable, discretion, may deem advisable. If Landlord relets or attempts to relet the Premises, Landlord shall have occurred at its sole, but reasonable, discretion determine the terms and provisions of any new lease or sublease and whether or not a particular proposed new tenant or sublessee is acceptable to Landlord. Upon any such reletting, all rents received by Landlord from such reletting shall be continuingapplied, the Agency may take(a) first, to the extent permitted by law, any one or more payment of all costs and expenses of recovering possession of the following remedial steps: (i) declarePremises, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereofsecond, to the payment of any costs and expenses of such reletting, including brokerage fees, reasonable attorneys’ fees and the cost of any alterations and repairs reasonably required for such reletting; (c) third, to the payment of any indebtedness, other than Rent, due hereunder from Tenant to Landlord, (Bd) fourth, to the payment of all unpaid Rent and past due PILOT Payments, (C) all other sums due and owing Recaptured Benefitsunpaid hereunder, and (De) all other payments fifth, the residue, if any, shall be held by Landlord and applied in payment of future Rents as the same may become due and payable hereunder. If the rents received from such reletting during any period shall be less than that required to be paid during that period by Tenant hereunder, Tenant shall promptly pay any such deficiency to Landlord and failing the prompt payment thereof by Tenant to Landlord, Landlord shall immediately be entitled to institute legal proceedings for the recovery and collection of the same. Such deficiency shall be calculated and paid at the time each payment of Rent shall otherwise become due under this Lease Agreement; providedLease, howeveror, that if at the option of Landlord, at the end of the Term. Landlord shall, in addition, be immediately entitled to xxx for and otherwise recover from Tenant any other damages occasioned by or resulting from an Event of Default specified in Section 10.1(a)(viiother than an Event of Default arising from the failure to pay Rent. No such re-entry, retaking or resumption of possession of the Premises by Landlord for the account of Tenant shall be construed as an election on the part of Landlord to terminate this Lease unless a written notice of such intention shall be given to Tenant or unless the termination of this Lease be decreed by a court of competent jurisdiction. Notwithstanding any such re-entry and reletting or attempted reletting of the Premises or any part or parts thereof for the account of Tenant without termination, Landlord may at any time thereafter, upon written notice to Tenant, elect to terminate this Lease or pursue any other remedy available to Landlord for Tenant’s previous breach of or default under this Lease. (c) hereof shall have occurred Landlord may, without re-entering, retaking or resuming possession of the Premises, xxx for all Rent and be continuingall other sums, such installments of rent charges, payments, costs and other payments expenses due from Tenant to Landlord hereunder either: (i) as they become due under this Lease, taking into account that Tenant’s right and option to pay the Rent hereunder on a monthly basis in any particular Lease Agreement shall become immediately Year is conditioned upon the absence of an Event of Default on Tenant’s part in the performance of its obligations under this Lease, or (ii) at Landlord’s option, accelerate the maturity and due date of the whole or any part of the Rent for the entire then-remaining unexpired balance of the Term less the then fair and reasonable rental value of the Premise for the same period (discounted to present worth at a discount rate equal to one hundred (100) basis points plus the then current yield of U.S. Treasury securities having a maturity closest to the then remaining Term), as well as all other sums, charges, payments, costs and expenses required to be paid by Tenant to Landlord hereunder, including, without limitation, damages for breach or default of Tenant’s obligations hereunder in existence at the time of such acceleration, such that all sums due and payable without notice under this Lease shall, following such acceleration, be treated as being and, in fact, be due and payable in advance as of the date of such acceleration. Landlord may then proceed to recover and collect all such unpaid Rent and other sums so sued for from Tenant by distress, levy, execution or otherwise. Landlord shall use commercially reasonable efforts to mitigate Landlord’s damages in connection with Tenant’s breach of or default under this Lease. (d) In addition to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement remedies hereinabove specified and the Company Leaseenumerated, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency Landlord shall have and may exercise the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take invoke any other action remedies allowed at law or in equity which may appear necessary or desirable to collect as if the payments then due or thereafter to become due hereunderremedies of re-entry, unlawful detainer proceedings and to enforce other remedies were not herein provided. Accordingly, the obligations, agreements and covenants of the Company under mention in this Lease Agreementof any particular remedy shall not preclude Landlord from having or exercising any other remedy at law or in equity. Nothing herein contained shall be construed as precluding Landlord from having or exercising such lawful remedies as may be and become necessary in order to preserve Landlord’s right or the interest of Landlord in the Premises and in this Lease, even before the expiration of any notice periods provided for in this Lease, if under the particular circumstances then existing the allowance of such notice periods will prejudice or will endanger the rights and estate of Landlord in this Lease and in the Premises. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recaptured Benefits.

Remedies on Default. (aA) Whenever Except as provided in Section 6.6(B) hereof and in Section 7.2(C) below, whenever any Event of Default shall have occurred and be continuingoccurred, the Agency Trustee, or the Authority where so provided herein, may take, to the extent permitted by law, take any one or more of the following remedial stepsactions: (i1) declareThe Trustee, by written notice as and to the Companyextent provided in Article VIII of the Indenture, and only with the prior written consent of the Bond Insurer, unless the Bond Insurer is in default under the Bond Insurance Policy, may cause all amounts payable under the Financing Documents to be immediately due and payablepayable without notice or demand of any kind, whereupon the same shall become immediately due and payable: . (A2) all unpaid installments The Authority, without the consent of rent payable pursuant the Trustee or any Bondholder, may proceed to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (D) all other payments due enforce the obligations of the Borrower to the Authority under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency;. (ii3) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) Trustee may take any other whatever action at law or in equity which it may appear necessary or desirable have to collect the payments amounts then due or and thereafter to become due hereunderdue, and or to enforce the performance or observance of the obligations, agreements agreements, and covenants of the Company Borrower under this Lease Agreementthe Financing Documents. (b4) No action The Trustee may exercise any and all rights it may have under the Financing Documents. (B) In the event that any Event of Default or any proceeding taken pursuant to this Section 10.2 by the Authority (including termination or by the Trustee on behalf of the Lease AgreementAuthority) thereon shall relieve be waived or determined adversely to the Company from its obligation Authority, then the Event of Default shall be annulled and the Authority and the Borrower shall be restored to make all payments required by Section 4.3 their former rights hereunder, but no such waiver or determination shall extend to any subsequent or other default or impair any right consequent thereon. (C) Notwithstanding any other provision hereof or due of the Indenture to the contrary, only the Bond Insurer will be permitted to exercise any rights or remedies with respect to an Event of Default described in Section 7.1(9) hereof (in accordance with Section 8.2(E) of the Indenture); provided, however, the Bond Insurer shall only be permitted to exercise such rights and owing PILOT Payments or Recaptured Benefitsremedies if the Bond Insurance Policy is in effect and the Bond Insurer is not in default on its payment obligations under the Bond Insurance Policy.

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

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

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

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

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

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

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

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency may take, to the extent permitted by law, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officeTrustee may, at the sole cost and expense request of the Company Underwriter or the Holders of at least twenty-five percent (25%) in aggregate principal amount of Outstanding Bonds and in such event after the Company waives delivery Trustee has been indemnified to its satisfaction against any and acceptance of such lease termination documents all costs and the Company hereby appoints the Agency its true expenses, outlays and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires counsel fees and other documentation necessary to accomplish reasonable disbursements, and against all loss, liability and expenses, or any Bondholder, for the recording equal benefit and protection of such lease termination documents; or (iii) all Bondholders similarly situated, may take any other whatever action at law or in equity against the Authority or the City and any of the officers, agents and employees of the Authority or the City which may appear is necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligationsspecific performance and observance of any obligation, agreements and covenants agreement or covenant of the Company Authority or the City under this Lease City Continuing Disclosure Agreement and may compel the Authority or the City or any such officers, agents or employees, except for the Dissemination Agent, to perform and carry out their duties under this City Continuing Disclosure Agreement; provided, that no person or entity shall be entitled to recover monetary damages hereunder under any circumstances. (b) No action taken pursuant In case the Trustee or any Bondholder shall have proceeded to enforce its rights under this Section 10.2 (including termination City Continuing Disclosure Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or any Bondholder, as the case may be, then and in every such case the Authority, the City or the Trustee and any Bondholder, as the case may be, shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Lease Authority, the City or the Trustee and any Bondholder shall continue as though not such proceeding had been taken. (c) A default under this City Continuing Disclosure Agreement shall not be deemed an Event of Default under the Authority Bond Resolutions, and the sole remedy under this City Continuing Disclosure Agreement in the event of any failure by the Authority to comply with this City Continuing Disclosure Agreement shall be as set forth in subsection 3.2(a) of this City Continuing Disclosure Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recaptured Benefits.

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

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency may takeIssuer may, to the extent permitted by law, take any one or more of the following remedial steps: (i1) declareDeclare, by written notice to the CompanyBorrower, to be immediately due and payable, ; whereupon the same shall become immediately due and payable: (Ai) all unpaid installments of rent sums payable pursuant to Section 4.3(a) the Facility Note and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (Dii) all other payments due under this Lease Agreement; provided. (2) Pursuant to the terms of the Mortgage, howeverexclude the Borrower and any lessees from possession of the Facility and take possession thereof (without being liable for prosecution or damages therefor), that if an Event of Default specified sell the Facility, subject to Permitted Encumbrances, at public or private sale, as a whole or piecemeal, for such consideration as may be deemed appropriate under the then existing conditions, and hold the Borrower liable, subject to the provisions contained in Section 10.1(a)(vii) hereof shall have occurred and be continuing5.7 hereof, such installments of rent and other payments due under this Lease Agreement shall become immediately due and for the amount, if any, by which the aggregate unpaid sums payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect pursuant to the Facility and Note (computed in accordance with Section 10.2(a)(1)(i) hereof) exceed the Net Proceeds received upon such sale. (3) Take any other available action to place enforce the same on record security interest in the Suffolk County Clerk’s office, at Facility granted to the sole cost and expense of Issuer pursuant to the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; orMortgage. (iii4) take Take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunderdue, to secure possession of the Facility, and to enforce the obligations, agreements and or covenants of the Company Borrower under this Lease Agreement. (b) Any sums paid to the Issuer as a consequence of any action taken pursuant to Section 10.2 shall be applied to the payment of the Facility Note. (c) No action taken pursuant to this Section 10.2 (including termination repossession of the Lease AgreementFacility) shall relieve the Company Borrower from its obligation to make all payments required by the Facility Note subject to the provisions contained in Section 4.3 hereof or due and owing PILOT Payments or Recaptured Benefits5.7 hereof.

Remedies on Default. (a) Whenever any Event of Default under Section 12.1 of this Lease shall have occurred and be continuing, the Agency may take, to the extent permitted by law, any one or more of the following remedial stepssteps may be taken, provided, however, that if the event of Default is under Section 12.1(c) hereof, only the remedial steps provided in subparagraph (c) below may be taken: (ia) declareThe Lessor may declare all installments of Basic Rent, by written notice to Additional Payments and other amounts payable under this Lease for the Company, remainder of the Lease Term to be immediately due and payable, whereupon the same those installments of Basic Rent, Additional Payments and other amounts shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and immediately. (b) hereofIn accordance with applicable law, the Lessor may (Bi) all unpaid enter and past due PILOT Paymentstake possession of the Leased Premises, (C) all due and owing Recaptured Benefitsor any appropriate part thereof, and (D) all other payments due under without terminating this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency;Lease, (ii) terminate this Lease Agreement collect rentals and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense enforce all other remedies of the Company and in such event Lessee under any leases or, or assignment or grants of rights to use or occupy, the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be Leased Premises, or any part thereof, but without being deemed to be an agency coupled with an interest)have affirmed the leases, with full power of substitution to file on its behalf all affidavitsassignments or grants, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; orand (iii) enter into new leases, assignments and grants on any terms which the Lessor may deem to be suitable for the Leased Premises, or any part thereof, which leases, assignment and grants shall not be terminated or affected if the Lessee cures the Event of Default. Rentals and other amounts payable under the leases, assignments and grants described in clauses (ii) and (iii) of the preceding sentence may be applied by the Lessor to any costs of administration, operation, repair or maintenance of the Leased Premises, or any part thereof, as the Lessor may reasonably deem useful, and the remaining balance shall be applied to the payment of other amounts payable, or to become payable, under this Lease or otherwise in the order of priority to be determined by the Lessor in accordance with this Lease. Any balance of the rents and other amounts remaining thereafter shall be paid promptly to the Lessee by the Lessor in accordance with this Lease, and the Lessor may hold the Lessee liable for the difference between those rents and other amounts payable under this Lease. (c) The Lessor may take any other whatever action at law or in equity which may appear necessary or desirable to collect the payments Basic Rent, Additional Payments and other amounts then due payable, or thereafter to become due hereunderpayable, and under this Lease, or to enforce the obligationsobservance and performance of any covenant, agreements and covenants agreement or obligation of the Company Lessee under this Lease Agreement. Lease. Before any of the foregoing remedies may be exercised by the Lessor in connection with an Event of Default under subparagraph (b) No action taken of Section 12.1, the Board of Commissioners shall give written notice to the Lessee, that the Board of Commissioners believes that an Event of Default under that subparagraph may have occurred, specifying the charges or circumstances constituting the alleged Event of Default in sufficient detail that the Lessee will be advised fully of the nature of the charges made against it and will be able to prepare an adequate response thereto. The notice shall fix a date, time and place for a hearing, which shall be paid for by Lessee, before a hearing officer who shall be a member of the American Arbitration Association or any organization which is nationally recognized as performing the functions now performed by that Association who is knowledgeable concerning health care facilities reasonably comparable in size and type to the Leased Premises and who shall be mutually acceptable to the Lessee and the Board of Commissioners. The hearing shall be on the issue of whether an Event of Default has occurred. That date shall not be sooner than thirty (30) days following the giving of that notice. At the date, time and place specified in the notice, unless the Board of Commissioners shall have withdrawn the notice, the Lessee shall be heard on the charges specified in the notice, shall be confronted with the evidence of the alleged Event of Default, shall have the right to examine and to cross-examine witnesses and may introduce any other evidence and testimony with respect to the alleged Event of Default which the Lessee desires. After the hearing is concluded, the hearing officer shall consider whether an Event of Default has occurred and shall report his findings or determinations to the Board of Commissioners and the Lessee. If the hearing officer determines that an Event of Default has occurred, the Board of Commissioners may give notice of that determination to the Lessee, and of its intention to terminate this Lease as of a date not earlier than the 30th day following the giving of the notice. If on the date specified for termination, the determination shall not have been enjoined, annulled or otherwise suspended by any judicial authority or suspended or waived by the Board of Commissioners, this Lease shall be terminated, subject to reinstatement pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recaptured Benefits12.7 hereof.

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

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

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

Remedies on Default. (a) Whenever any Event event of Default default referred to in Section 9.l hereof shall have occurred happened and be continuing, the Agency Issuer may take, to the extent permitted by law, take any one or more of the following remedial steps: (ia) declare, by By written notice to Company, Issuer may declare an amount equal to the Companyprincipal and accrued interest on the 2000 Series A Bonds then Outstanding, as defined in the Indenture, to be immediately due and payablepayable under this Agreement, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and . (b) hereofIssuer may have access to and inspect, (B) examine and make copies of the books and records and any and all unpaid accounts, data and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent income tax and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking tax returns of any other action by the Agency;Company. (iic) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) Issuer may take any other whatever action at law or in equity which may appear necessary or desirable to collect the payments amounts then due or and thereafter to become due hereunderdue, or to enforce performance and observance of any obligation, agreement or covenant of Company under this Agreement, including, until the Release Date, any remedies available in respect of the First Mortgage Bonds. In case there shall be pending a proceeding of the nature described in Section 9.1(c) or (d) above, Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of Trustee allowed in such judicial proceedings relative to Company, its creditors or its property, and to enforce collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the obligationssame after the deduction of its charges and expenses; and any custodian (including, agreements without limitation a receiver, trustee or liquidator) of Company appointed in connection with such proceedings is hereby authorized to make such payments to Trustee, and covenants to pay to Trustee any amount due it for compensation and expenses, including reasonable counsel fees and expenses incurred by it up to the date of such distribution. Any amounts collected pursuant to action taken under this Section 9.2 (other than the compensation and expenses referred to in the immediately prior sentence) shall be paid into the Bond Fund and applied in accordance with the provisions of the Company under this Lease Agreement. Indenture or, if the 2000 Series A Bonds have been fully paid (b) No action taken pursuant to this Section 10.2 (including termination or provision for payment thereof has been made in accordance with the provisions of the Lease AgreementIndenture) and all reasonable and necessary fees and expenses of Trustee and any paying agents accrued and to accrue through final payment of the 2000 Series A Bonds, and all other liabilities of Company accrued and to accrue hereunder or under the Indenture through final payment of the 2000 Series A Bonds have been paid, such amounts so collected shall relieve the Company from its obligation be paid to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recaptured BenefitsCompany.

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

Remedies on Default. (a) Whenever any Event of Default shall have occurred happened and be continuingsubsisting, the Agency Issuer, with the written consent of the Bondholder, or the Bondholder as provided in the Financing Agreement, may take, to the extent permitted by law, take any one or more of the following remedial steps: (ia) declare, by written notice to declare all installments of rent payable under Section 5.3 hereof for the Company, remainder of the Lease Term to be immediately due and payable, whereupon the same shall become immediately due and payable: . If the Issuer or the Bondholder elects to exercise the remedy afforded in this Section 10.2(a) and accelerates all rents payable under Section 5.3 hereof for the remainder of the Lease Term, the amount then due and payable as accelerated rents shall be the sum of (A1) the aggregate principal amount of the outstanding Bonds, and (2) all unpaid installments interest on the Bonds accruing to the date of rent payable pursuant to Section 4.3(a) and maturity by declaration; (b) hereof, (B) all unpaid re-enter and past due PILOT Payments, (C) all due take possession of the Project without terminating this Lease and owing Recaptured Benefitswithout any liability to the Lessee for such entry and repossession, and sublease the Project for the account of the Lessee, holding the Lessee liable for the difference in the rents and other amounts payable by such sublessee in such subleasing and the rents and other amounts payable by the Lessee under Section 5.3; (Dc) all other payments due under terminate this Lease Agreement; (provided, however, that if an Event upon such termination, the options of Default specified in the Lessee to purchase the Project pursuant to the provisions of Article XI hereof and the obligations of the Lessee to make the rental payments pursuant to Section 10.1(a)(vii) 5.3 hereof and to purchase the Project pursuant to Section 12.1 hereof contained therein shall have occurred survive such termination), exclude the Lessee from possession of the Project and be continuinguse its best efforts to lease the Project to another for the account of the Lessee, such installments of holding the Lessee liable for all rent and other payments due under this Lease Agreement shall become immediately due and payable without notice up to the Company or the taking effective date of any other action by the Agencysuch leasing; (iid) terminate this Lease Agreement require accounting books and records of the Company Lease, reconvey the Equipment Lessee pertaining exclusively to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense Project only for an Event of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interestDefault under Section 10.1(a), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or; (iiie) take any other whatever action at law or in equity which may appear necessary or desirable to collect the payments rents then due, or to enforce performance and observance of any obligation, agreement or covenant of the Lessee under this Lease; and (f) exercise any remedies provided for in the Financing Agreement, or in the Uniform Commercial Code of the State of Georgia. Any amounts collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Financing Agreement and after Payment in Full of the Bonds and the payment of any costs occasioned by an Event of Default hereunder, any excess moneys in the Bond Fund shall be returned to the Lessee as an overpayment of rent. Notwithstanding the foregoing, unless the Issuer has obtained the written consent of the Bondholder, upon the occurrence of an Event of Default by the Lessee the Issuer may as its sole remedy take whatever action at law or in equity to collect any amounts then due from the Lessee to the Issuer or thereafter to become due hereunder, and to enforce the obligationsperformance of any obligation, agreements and covenants agreement or covenant of the Company Lessee under this Lease AgreementLease. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recaptured Benefits.

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

Remedies on Default. (a) Whenever Upon the occurrence of any Event event of Default shall have occurred and be continuingdefault under Section 9.1, the Agency may takeLender may, to the extent permitted by lawwithout any further demand or notice, exercise any one or more of the following remedial stepsremedies: (ia) declareSubject to Section 4.2 hereof, by written notice so long as there has occurred and is continuing an Event of Default, the interest on the Agreement shall, at the option of the Lender, be increased to the Company, to be immediately due and payable, whereupon Default Rate. The Default Rate is 600 basis points (6%) over the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and interest rate hereunder; (b) hereof, (B) exercise all unpaid and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action remedies available at law or in equity which may appear necessary or desirable to collect and/or in connection with the payments then due or thereafter to become due hereunderLender’s security interest, including sale of the Equipment, and apply the proceeds of any such sale or other disposition, after deducting all costs and expenses, including court costs and reasonable attorneys’ fees incurred with the recovery, repair, storage and other sale or other disposition costs, toward the principal component and accrued and unpaid interest of the balance of Acquisition Payments due; and (c) subject to Section 4.2 and the Enforcement Limitation, proceed by appropriate court action to enforce performance by the obligations, agreements and School District of the applicable covenants of this Agreement or to recover for the Company under this Lease Agreementbreach thereof. NOTWITHSTANDING ANY OTHER PROVISIONS HEREIN, IT IS THE INTENT OF THE PARTIES HERETO TO COMPLY WITH THE LAWS OF THE STATE OF SOUTH CAROLINA, AS AMENDED. NO DEFICIENCY JUDGMENT MAY BE ENTERED AGAINST THE SCHOOL DISTRICT IN FAVOR OF THE LENDER OR ANY OTHER PERSON IN VIOLATION OF SAID LAWS, INCLUDING, WITHOUT LIMITATION, ANY DEFICIENCY JUDGMENT FOR AMOUNTS THAT MAY BE OWED HEREUNDER WHEN THE SALE OF ALL OR ANY PORTION OF THE EQUIPMENT IS INSUFFICIENT TO PRODUCE ENOUGH MONEYS TO PAY IN FULL ALL REMAINING OBLIGATIONS HEREUNDER. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recaptured Benefits.

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

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

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

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

Remedies on Default. (a) Whenever any Event such event of Default default shall have occurred happened and be continuing, the Agency Bondholders (or the Bank on their behalf) may take, to the extent permitted by law, take any one or more of the following remedial steps: (i1) declareDeclare all installments of Basic Rent, by written notice and any other payments to be paid under Section 5.02(a) hereof, payable under this Lease Agreement for the Company, remainder of the Lease Term to be immediately due and payable, whereupon the same shall become immediately due and payable: . (A2) all unpaid installments Reenter the Project Site, without terminating this Lease Agreement, and, upon ten days' prior written notice to the Partnership, relet the Project or any part thereof for the account of rent payable pursuant to Section 4.3(athe Partnership, for such term (including a term extending beyond the Lease Term) and at such rentals and upon such other terms and conditions, including the right to make alterations to the Project or any part thereof, as the Bondholders (bor the Bank on their behalf) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recaptured Benefitsmay deem advisable, and (D) all such reletting of the Project shall not be construed as an election to terminate this Lease Agreement nor relieve the Partnership of its obligations to pay Basic Rent and additional rent or to perform any of their other payments due obligations under this Lease Agreement; provided, howeverall of which shall survive such reentry and reletting, that if an Event of Default specified and the Partnership shall continue to pay Basic Rent and all additional rent provided for in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately until the end of the Lease Term, less the net proceeds, if any, of any reletting of the Project after deducting all expenses of the Bondholders (or the Bank on their behalf) in connection with such reletting, including, without limitation, all repossession costs, brokers' commissions, attorneys' fees, alteration costs and expenses of preparation for reletting. (3) Terminate this Lease Agreement, exclude the Partnership from possession of the Project and, if the Bondholders (or the Bank on their behalf) elect so to do, lease the same for the account of the Issuer, holding the Partnership liable for all rent due and payable without notice up to the Company date such lease is made for the account of the Issuer. (4) Have and exercise with respect to any or all personal property and fixtures included in the taking Project, all rights, remedies and powers of a secured party under the Alabama Uniform Commercial Code including without limitation the rights and powers set forth in the Indenture with respect thereto. To the extent permitted by law, the Partnership expressly waives any notice of sale or disposition of the Project and any rights or remedies of the Bondholders or Issuer with respect to, and the formalities prescribed by law relative to, the sale or disposition of the Project or to the exercise of any other action by right or remedy of the Agency; (ii) terminate this Lease Agreement Bondholders or Issuer existing after default. To the extent that such notice is required and cannot be waived, the Company Lease, reconvey the Equipment Partnership agrees that if such notice is given to the Company and terminate Partnership in accordance with the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s officeprovisions hereof, at least ten days before the sole cost and expense time of the Company and in sale or other disposition, such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment notice shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires reasonable and other documentation necessary to accomplish the recording of such lease termination documents; orshall fully satisfy any requirements for giving said notice. (iii5) take any other action at law or in equity which Take whatever legal proceedings may appear necessary or desirable to collect the payments rent then due due, whether by declaration or thereafter to become due hereunderotherwise, and or to enforce the obligations, agreements and covenants any obligation or covenant or agreement of the Company Partnership under this Lease AgreementAgreement or by law. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recaptured Benefits.

Remedies on Default. (a1) Whenever any Event of Default shall have occurred and be continuingoccurred, the Agency Issuer, the LOC Bank or the Trustee may take, to the extent permitted by law, any one or more of the following remedial steps: (i1) declare, by written notice to the CompanyInstitution, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent Lease Payments payable pursuant to Section 4.3(a5.3(a) hereof in amount equal to the aggregate unpaid principal balance of all Bonds together with all interest that has accrued and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recaptured Benefitswill accrue thereon to the date of payment, and (DB) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii10.1(a)(v) hereof shall have occurred and be continuingoccurred, such installments of rent Lease Payments and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company Institution or the taking of any other action by the AgencyIssuer, the Trustee or the LOC Bank; (ii2) terminate this Lease Agreement apply any undisbursed monies in the Project Fund, the Renewal Fund, and any other Fund or Account under the Company Lease, reconvey Indenture (other than those sums attributable to Unassigned Rights and except for the Equipment monies and investments from time to time in the Rebate Fund) to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense payment of the Company outstanding principal amount of the Bonds and in such event premium, if any, and accrued and unpaid interest on the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documentsBonds; or (iii3) take any other action at law or in equity which that may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, hereunder and to enforce the obligations, agreements and or covenants of the Company Institution under this Lease Agreement. (b2) Any sums payable to the Issuer as a consequence of any action taken pursuant to this Section 10.2 (other than those sums attributable to Unassigned Rights and except for monies on deposit in the Rebate Fund) shall be paid to the Trustee and applied to the payment of the Bonds. (3) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company Institution from its obligation to make all payments required by Section 4.3 hereof 5.3 hereof. (4) The Institution shall have the right upon notice to the Issuer and the Trustee to enter the Facility with agents or due representatives of the Issuer and owing PILOT Payments the Trustee to remove any equipment or Recaptured Benefitsother personalty owned by the Institution if such equipment or personalty is not part of the Facility. (5) The Issuer, the LOC Bank and the Trustee shall have all of the rights, powers and remedies of a secured party under the Uniform Commercial Code of New York, including without limitation, the right to sell, lease or otherwise dispose of any or all of the Property subject to the security interests granted by the Institution to the Issuer and the Trustee pursuant to Section 5.7 of this Lease Agreement (the "Collateral"), and to take possession of the Collateral, and for that purpose Issuer or the Trustee may enter peaceably any premises on which the Collateral or any part thereof may be situated and remove the same therefrom, and the Institution will not resist or interfere with such action. The Issuer, the LOC Bank or the Trustee may require the Institution to assemble the Collateral and make it available to the Issuer at a place to be designated by the Issuer that is reasonably convenient to both parties. The Institution hereby agrees that its above-mentioned address and the place or places of location of the Collateral are places reasonably convenient to it to assemble the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Issuer, the LOC Bank or the Trustee will send the Institution reasonable notice of the time and place of any public sale or reasonable notice of the time after which any private sale or any other disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is mailed, postage prepaid, to the Institution at least ten (10) Business Days before the time of the sale or disposition.

Remedies on Default. (a) Whenever any Upon the occurrence of an Event of Default shall have occurred (other than an Event of Default described in Section 8.1(g)) and be continuingduring the continuation thereof, the Agency may takeAgent shall, to at the extent permitted by law, any one or more request of the following remedial steps: Required Lenders and at their option, (i) declare, by written notice terminate all Obligations of the Lenders to the CompanyBorrower, including, without limitation, all obligations to extend Loans under this Agreement, (ii) declare the Notes, including, without limitation, principal, accrued interest and costs of collection (including, without limitation reasonable attorneys' fees if collected by or through an attorney at law or in any judicial proceedings) immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are expressly waived, and (iii) demand that the Borrower deposit, and upon receipt of such demand the Borrower shall deposit, cash with the Agent in an amount equal to the amount of any Letters of Credit that are outstanding, and such amounts shall be held by the Agent as cash collateral to secure the Borrower's obligations to reimburse Trust Company for drawings under such Letters of Credit. (b) Upon the occurrence of an Event of Default under Section 8.1(g), (i) all obligations of the Lenders to the Borrower, including, without limitation, all obligations to extend Loans under this Agreement, shall terminate and (ii) the Notes, including, without limitation, principal, accrued interest and costs of collection (including, without limitation, reasonable attorneys' fees if collected by or through an attorney at law or in bankruptcy or in any other judicial proceedings) shall be immediately due and payable, whereupon the same shall become immediately due and payable: (A) without presentment, demand, protest, or any other notice of any kind, all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recaptured Benefitswhich are expressly waived, and (Diii) all other payments due the Borrower shall deposit, cash with the Agent in an amount equal to the amount of any Letters of Credit that are outstanding, and such amounts shall be held by the Agent as cash collateral to secure the Borrower's obligations to reimburse Trust Company for drawings under this Lease Agreement; provided, however, that if such Letters of Credit. (c) Upon the occurrence of an Event of Default specified and acceleration of the Notes as provided in Section 10.1(a)(vii(a) hereof shall have occurred or (b) above, the Lenders and be continuingthe Agent, such installments or any of rent and other payments due them, may pursue any remedy available under this Lease Agreement shall become immediately due and payable without notice to Agreement, under the Company Notes, or the taking of under any other action by the Agency; (ii) terminate this Lease Agreement and the Company LeaseLoan Document, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action or available at law or in equity equity, all of which may appear necessary or desirable to collect shall be cumulative. The order and manner in which the payments then due or thereafter to become due hereunder, rights and to enforce the obligations, agreements and covenants remedies of the Company Lenders under this Lease Agreementthe Loan Documents and otherwise may be exercised shall be determined by the Required Lenders. (bd) No action taken pursuant All payments with respect to this Section 10.2 Agreement received by the Agent and the Lenders, or any of them, after the occurrence of an Event of Default and acceleration of the Notes, shall be applied first to the costs and expenses (including termination attorneys' fees and disbursements) incurred by the Agent, acting as the Agent, and the Lenders as a result of the Lease Agreement) Default, and thereafter paid pro rata to the Lenders in the same proportion that the aggregate of the unpaid principal amount owing on the Notes to each Lender, plus accrued and unpaid interest thereon, bears to the aggregate of the unpaid principal amount owing on all the Notes to all Lenders, plus accrued and unpaid interest thereon. Regardless of how each Lender may treat the payments for the purpose of its own accounting, for the purpose of computing the Borrower's obligations hereunder and under the Notes, payments shall relieve be applied first, to the Company from its obligation costs and expenses ----- incurred by the Agent, acting as the Agent, and the Lenders as a result of the Default, as set forth above, second, to make the payment of accrued and unpaid fees ------ of the Agent and the Lenders, third, to the payment of accrued and unpaid ----- interest on the Notes, to and including the date of such application (ratably according to the accrued and unpaid interest on the Loans), fourth, to the ------ ratable payment of the unpaid principal of the Notes, and fifth, to the payment ----- of all other amounts then owing to the Agent or the Lenders under the Loan Documents. No application of the payments required by Section 4.3 hereof will cure any Event of Default or due and owing PILOT Payments prevent acceleration, or Recaptured Benefitscontinued acceleration, of amounts payable under the Loan Documents or prevent the exercise, or continued exercise, of rights or remedies of the Lenders hereunder or under applicable law.

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

Remedies on Default. (a) Whenever In case any Event one or more of the Events of Default shall have occurred and be continuing, and whether or not the Agency maturity of the Obligations shall have been accelerated pursuant hereto, the Agents may take(and at the direction of the Required Lenders, shall), subject to the extent permitted Orders and the terms thereof, notwithstanding the provisions of Section 362 of the Bankruptcy Code and without notice, application or motion, hearing before, or order of any Bankruptcy Court but subject to the Remedies Notice Period, (i) proceed to protect and enforce their rights and remedies (including the right to require the issuance of a Letter of Credit as set forth in SECTION 9.06) under this Agreement or any of the other Loan Documents by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties, or (ii) take any and all actions described in the Orders, including, without limitation, those actions specified in the Orders after the occurrence of any Specified Sale Process Default. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of law. (b) Subject to the Order and the terms thereof, notwithstanding the provisions of Section 362 of the Bankruptcy Code and without notice, application or motion, hearing before, or order of any one Bankruptcy Court but subject to the Remedies Notice Period, if any ABL Term Loan Event of Default occurs and is continuing (unless the ABL Term Loan Agent has waived such ABL Term Loan Event of Default) and the ABL Term Loan Standstill Period has expired, the Administrative Agent, at the written request of the ABL Term Loan Agent, shall, within a reasonable time after receipt of such request (but in any event within two (2) Business Days with respect to clause (i) below, only) take any or more all of the following remedial stepsactions: (i) declaredeclare the unpaid principal amount of the outstanding ABL Term Loan, by written notice all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document with respect to the Company, ABL Term Loan to be immediately due and payable, whereupon without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the same Loan Parties; or (ii) whether or not the maturity of the ABL Term Loan shall become immediately due have been accelerated pursuant hereto, proceed to protect, enforce and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) exercise the rights and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (D) all other payments due remedies under this Lease Agreement, any of the other Loan Documents or Applicable Law on behalf of the ABL Term Loan Agent and the ABL Term Lenders, all in such manner as the Administrative Agent may determine in its reasonable discretion; provided, however, that if an Event the ABL Term Loan Agent will not request or direct the Administrative Agent to commence or continue the exercise of Default specified any secured creditor remedies or direct or request the Administrative Agent to seek or continue any rights and remedies under this Agreement, any of the other Loan Documents or Applicable Law on behalf of the ABL Term Loan Agent and the ABL Term Lenders so long as the Administrative Agent is diligently pursuing in Section 10.1(a)(vii) hereof good faith the exercise of its rights and remedies against all or a material portion of the Collateral, including through actions taken by the Loan Parties with the consent of the Administrative Agent. For the avoidance of doubt, the Administrative Agent shall have occurred and be continuing, no liability for a failure to follow any such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company request or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreementdirection. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recaptured Benefits.

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

Remedies on Default. (a) Whenever any Event of Default shall have occurred referred to in Section 10.1 of this Agreement occurs and be is continuing, the Agency City, as specified below, may take, to the extent permitted by law, take any one or more of the following remedial stepsactions after the giving of thirty (30) days' written notice by the City to Developer and the holder of the First Mortgage (but only to the extent the City has been informed in writing of the existence of a First Mortgage and been provided with the address of the holder thereof) of the Event of Default, but only if the Event of Default has not been cured within said thirty (30) days, or if the Event of Default cannot reasonably be cured within thirty (30) days and Developer does not provide assurances reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible: (i) declarea. The City may suspend its performance under this Agreement until it receives assurances from Developer, deemed adequate by written notice to the CompanyCity, to be immediately due that Developer will cure the default and payable, whereupon continue its performance under this Agreement; b. The City may terminate this Agreement; c. The City may withhold the same shall become immediately due and payable: (A) all unpaid installments Certificate of rent payable Completion; d. The City may enforce the Guaranty pursuant to Section 4.3(a) and (b) 6.10 hereof, (B) ; e. The City may enforce the Water Shortfall Payments or deduct an amount equivalent to the Water Shortfall Payment from Developer’s Economic Development Grant pursuant to Section 6.12 hereof; f. The City may recover an amount equal to the fees waived pursuant to Section 2.1.d of this Agreement; g. The City shall be entitled to withhold all unpaid and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if to Developer after Developer is in default; h. The City shall have no obligation to make payments of Economic Development Grants to Developer subsequent to an Event of Default specified and shall be entitled to recover from the Developer, and the Developer shall repay to the City, an amount equal to the full amount of the Economic Development Grants previously made to Developer under Article VIII hereof, with interest thereon at the Prime Rate. The City may take any action, including any legal action it deems necessary, to recover such amount from Developer. The City may demand such payment at any time following its determination that Developer is in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due default under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the AgencyAgreement; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. i. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) City may take any other action at law action, including legal, equitable or in equity administrative action, which may appear necessary or desirable to collect enforce performance and observance of any obligation, agreement, or covenant of Developer, as the payments then due or thereafter to become due hereundercase may be, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreement. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recaptured Benefits.

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

Remedies on Default. (a) Whenever any Event of Default ------------------- shall have occurred and be continuing, the Agency Landlord may take, to the extent permitted by law, take any one or more of the following remedial steps: (i1) declareDeclare, by written notice to the CompanyTenant, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) payable to the extent permitted by law all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company Fixed Rent or the taking of any other action by the Agency;Equipment Rent. (ii2) terminate Re-enter and take possession of the Facility (without terminating this Lease Agreement and without being liable for any prosecution or damages therefor) and sublease the Company LeaseFacility for the account of Tenant, reconvey holding Tenant liable for the Equipment to amount, if any, by which the Company aggregate of the Fixed Rent payable by Tenant hereunder exceeds the aggregate of the rents and terminate other amounts received from the Sales Tax Exemption authorization. The Agency shall have sublessee under such sublease. (3) Terminate the right to execute appropriate lease termination documents with respect to Lease Term and this Lease Agreement and, without being liable for any prosecution or damages therefor, exclude Tenant from possession of the Facility and use its best efforts to place lease the same on record in Facility to another Person for the Suffolk County Clerk’s officeaccount of Tenant, at holding Tenant liable for the sole cost and expense amount, if any, by which the aggregate of the Company and in such event Fixed Rent payable by Tenant hereunder exceeds the Company waives delivery and acceptance aggregate of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires rents and other documentation necessary to accomplish amounts received from such other Person under the recording of such lease termination documents; ornew lease. (iii4) take Take any other action at law or in equity which may appear to Landlord necessary or desirable to collect the payments then due or thereafter to become due hereunder, to secure possession of the Facility, and to enforce the obligations, agreements and or covenants of the Company Tenant under this Lease Agreement. (b) No action taken In the event the Facility is subleased or leased to another Person pursuant to Section 7.2 (a) (2) or (3) hereof, Landlord may (but shall be under no obligation to) make such repairs or alterations in or to the Facility and the Equipment as it may deem necessary or desirable for the implementation of such sublease or lease and Tenant shall be liable and agrees to pay the costs of such repairs or alterations and the expenses incidental to the effecting of such sublease or lease, together with interest thereon at the rate herein provided, notwithstanding that this Lease Agreement may have been terminated pursuant to Section 10.2 (including termination of the Lease Agreement7.2(a)(3) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recaptured Benefitshereof.

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

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

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

Remedies on Default. (a) Whenever any In the event of an Event of Default Default: (1) the Trustee, on behalf of the Secured Parties, shall have occurred all of the rights and be continuingremedies of a secured party under the Uniform Commercial Code of the State of New York and any other applicable jurisdiction, including without limitation, the Agency may takeright, to the maximum extent permitted by law, any one or more to exercise all voting, consensual and other rights of ownership pertaining to the Collateral as if the Trustee was the absolute and sole owner thereof, including, without limitation, the withdrawal of funds from the Account to satisfy the Notes in accordance with Section 6(b) hereof; (2) the Company, at the request of the following remedial steps:Trustee, shall assemble the Collateral at such place or places, reasonably convenient to the Trustee; (i3) declarethe Trustee, by in its discretion may, in the name of the Company or otherwise, demand, sue for or collect or receive any money or property at any txxx payable or receivable, on account of or in exchange for any of the Collateral; and (4) the Trustee may take any of the other actions described in Section 7(b) hereof. (b) Prior to exercising any rights over the Collateral, the Trustee shall give three Business Days' prior written notice to the Company, to be immediately due and payable, whereupon . Promptly following receipt of such notice from the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recaptured BenefitsTrustee, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without subject to any notice to the Company which may be required by applicable law, the Trustee shall sell, redeem or otherwise convert any Permitted Investments to cash and place such cash on deposit in the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorizationAccount. The Agency Company hereby agrees to cooperate with the Trustee and to take any action which may be necessary or desirable to effect any such sale, redemption or other conversion. After the Permitted Investments have been converted to cash, the Trustee shall have the right to execute appropriate lease termination documents withdraw funds from the Account to permit the Paying Agent to make payments on the Notes in accordance with respect their terms and to the Facility and extent of amounts then owed to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease AgreementSecured Parties. (bc) No The Company agrees to take all such action taken pursuant as may be appropriate to give effect to the rights of the Trustee and the Secured Parties set forth in this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by 6 and in Section 4.3 hereof or due and owing PILOT Payments or Recaptured Benefits7 hereof.

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

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

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

Remedies on Default. (a) Whenever any Upon the occurrence of an Event of Default shall have occurred (other than an Event of Default described in Section 8.1(f)) and be continuingduring the continuation thereof, the Agency Agent may takeand, to at the extent permitted by law, any one or more request of the following remedial steps: Required Lenders and at their option, shall (i) declare, by written notice terminate all obligations of the Lenders to the CompanyBorrower, including, without limitation, all obligations to extend Loans under this Agreement and (ii) declare the Notes, including, without limitation, principal, accrued interest and costs of collection (including, without limitation reasonable attorneys' fees if collected by or through an attorney at law or in any judicial proceedings) immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are expressly waived. (b) Upon the occurrence of an Event of Default under Section 8.1(f), (i) all obligations of the Lenders to the Borrower, including, without limitation, all obligations to extend Loans under this Agreement, shall terminate and (ii) the Notes, including, without limitation, principal, accrued interest and costs of collection (including, without limitation, reasonable attorneys' fees if collected by or through an attorney at law or in bankruptcy or in any other judicial proceedings) shall be immediately due and payable, whereupon without presentment, demand, protest, or any other notice of any kind, all of which are expressly waived. (c) Upon the same shall become immediately due and payable: (A) all unpaid installments occurrence of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified and acceleration of the Notes as provided in Section 10.1(a)(vii(a) hereof shall have occurred or (b) above, the Lenders and be continuingthe Agent, such installments or any of rent and other payments due them, may pursue any remedy available under this Lease Agreement shall become immediately due and payable without notice to Agreement, under the Company Notes, or the taking of under any other action by the Agency; (ii) terminate this Lease Agreement and the Company LeaseLoan Document, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action or available at law or in equity equity, all of which may appear necessary or desirable to collect shall be cumulative. The order and manner in which the payments then due or thereafter to become due hereunder, rights and to enforce the obligations, agreements and covenants remedies of the Company Lenders under this Lease Agreementthe Loan Documents and otherwise may be exercised shall be determined by the Required Lenders. (bd) No action taken pursuant All payments with respect to this Section 10.2 Agreement received by the Agent and the Lenders, or any of them, after the occurrence of an Event of Default and acceleration of the Notes, shall be applied first to the costs and expenses (including termination attorneys' fees and disbursements) incurred by the Agent, acting as the Agent, and the Lenders as a result of the Lease Agreement) Default, and thereafter paid pro rata to the Lenders in the same proportion that the aggregate of the unpaid principal amount owing on the Notes to each Lender, plus accrued and unpaid interest thereon, bears to the aggregate of the unpaid principal amount owing on all the Notes to all Lenders, plus accrued and unpaid interest thereon. Regardless of how each Lender may treat the payments for the purpose of its own accounting, for the purpose of computing the Borrower's obligations hereunder and under the Notes, payments shall relieve be applied first, to the Company from its obligation costs and expenses incurred by the Agent, acting as the Agent, and the Lenders as a result of the Default, as set forth above, second, to make the payment of accrued and unpaid fees of the Agent and the Lenders, third, to the payment of accrued and unpaid interest on the Notes, to and including the date of such application (ratably according to the accrued and unpaid interest on the Loans), fourth, to the ratable payment of the unpaid principal of the Notes, and fifth, to the payment of all other amounts then owing to the Agent or the Lenders under the Loan Documents. No application of the payments required by Section 4.3 hereof will cure any Event of Default or due and owing PILOT Payments prevent acceleration, or Recaptured Benefitscontinued acceleration, of amounts payable under the Loan Documents or prevent the exercise, or continued exercise, of rights or remedies of the Lenders hereunder or under applicable law.

Remedies on Default. Upon the occurrence of an Event of Default, the Agent, for the benefit of the Holders, shall have all rights, privileges, powers and remedies provided an Agent under the UCC and any other applicable law and such additional rights, privileges, powers and remedies as are set forth herein and in the Subscription Agreement, Note and the other Operative Agreements. Without limiting the foregoing, upon the existence or occurrence of any Acceleration: (a) Whenever The Agent may require the Company or any Event Subsidiary Guarantors to assemble the Collateral and make it available to the Agent at a place or places designated by the Agent, and the Agent may use and operate the Collateral. At any time following the occurrence of Default an Acceleration and during the continuation thereof, the Agent shall have occurred and be continuingfull power, in its own name or that of Company or a Subsidiary Guarantor, as the Agency case may takebe, to collect, endorse, compromise, settle, sell or otherwise deal with any or all the extent permitted by law, any one Collateral or more of the following remedial steps:Proceeds thereof in a commercially reasonable manner. (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereofThe Agent, (B) in a commercially reasonable manner, may sell, lease or otherwise dispose of and deliver any or all unpaid Collateral at public or private sale, for cash, upon credit or otherwise, at such prices and past due PILOT Paymentsupon such terms as the Agent deems advisable in its sole discretion. Any requirement of reasonable notice shall be met if such notice is mailed postage prepaid to the Agent at its address set forth herein at least ten days before the time of sale or other disposition. The Agent may be the purchaser at any such sale, (C) all due and owing Recaptured Benefitsif it is public, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof such event the Agent shall have occurred all rights of a good faith, bona fide purchaser for value from an Agent after a default. The proceeds of any sale may be applied (in whatever order and manner the Agent elects in its sole discretion) to all costs and expenses of sale, including payment of the Obligations, and any remaining proceeds shall be continuingapplied in accordance with Article 9, such installments Part 5, of rent the UCC. Each of the Company and the Subsidiary Guarantors shall remain liable to the Agent for any deficiency. (c) Without in any way requiring notice to be given in the following time and manner, each of the Company and the Subsidiary Guarantors agrees that any notice by the Agent of sale, disposition or other payments due under this Lease Agreement intended action hereunder or in connection herewith, whether required by the UCC or otherwise, shall become immediately due and payable without constitute reasonable notice to the Company or such Subsidiary Guarantor, as the taking of case may be, if such notice is mailed by regular or certified mail postage prepaid, at least ten days prior to such action, to Company's or such Subsidiary Guarantor's address specified in Annex, or to any other action by the Agency; (ii) terminate this Lease Agreement and address which the Company Lease, reconvey or any Subsidiary Guarantor has specified in writing to the Equipment Agent as the address to which notices hereunder shall be given to the Company or such Subsidiary Guarantor. (d) After an Acceleration, the Agent may demand, collect and terminate sue xx any of the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility Accounts, Chattel Paper, Instruments and to place the same on record General Intangibles (in the Suffolk County Clerk’s officename of the Company, a Subsidiary Guarantor, or the Agent, at the sole cost Agent's option); may enforce, compromise, settle or discharge such Collateral without discharging the Obligations or any part thereof; and expense may endorse the name of the Company or any Subsidiary Guarantor on any and in such event the Company waives delivery all checks commercial paper, and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other action at law Instruments pertaining to or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreementconstituting Collateral. (be) No action taken pursuant The Company or the appropriate Subsidiary Guarantor, as the case may be, will deliver to this Section 10.2 the Agent, upon demand, all Documents and all Chattel Paper (including termination of duly indorsed to the Lease AgreementAgent) shall relieve constituting, representing or relating to the Company from its obligation Collateral or any part thereof, and any schedules, invoices, shipping documents, delivery receipts, purchase orders, contracts or other documents representing or relating to make all payments required by Section 4.3 hereof the Collateral or due and owing PILOT Payments or Recaptured Benefitsany part thereof.

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

Remedies on Default. (a) Whenever any Event event of Default default referred to in Section 9.l hereof shall have occurred happened and be continuing, the Agency Issuer may take, to the extent permitted by law, take any one or more of the following remedial steps: (ia) declare, by By written notice to Company, Issuer may declare an amount equal to the Companyprincipal and accrued interest on the 2003 Series A Bonds then Outstanding, as defined in the Indenture, to be immediately due and payablepayable under this Agreement, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and . (b) hereofIssuer may have access to and inspect, (B) examine and make copies of the books and records and any and all unpaid accounts, data and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent income tax and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking tax returns of any other action by the Agency;Company. (iic) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) Issuer may take any other whatever action at law or in equity which may appear necessary or desirable to collect the payments amounts then due or and thereafter to become due hereunderdue, or to enforce performance and observance of any obligation, agreement or covenant of Company under this Agreement, including, until the Release Date, any remedies available in respect of the First Mortgage Bonds. In case there shall be pending a proceeding of the nature described in Section 9.1(d) or (e) above, Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of Trustee allowed in such judicial proceedings relative to Company, its creditors or its property, and to enforce collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the obligationssame after the deduction of its charges and expenses; and any custodian (including, agreements without limitation a receiver, trustee or liquidator) of Company appointed in connection with such proceedings is hereby authorized to make such payments to Trustee, and covenants to pay to Trustee any amount due it for compensation and expenses, including reasonable counsel fees and expenses incurred by it up to the date of such distribution. Any amounts collected pursuant to action taken under this Section 9.2 (other than the compensation and expenses referred to in the immediately prior sentence) shall be paid into the Bond Fund and applied in accordance with the provisions of the Company under this Lease Agreement. Indenture or, if the 2003 Series A Bonds have been fully paid (b) No action taken pursuant to this Section 10.2 (including termination or provision for payment thereof has been made in accordance with the provisions of the Lease AgreementIndenture) and all reasonable and necessary fees and expenses of Trustee and any paying agents accrued and to accrue through final payment of the 2003 Series A Bonds, and all other liabilities of Company accrued and to accrue hereunder or under the Indenture through final payment of the 2003 Series A Bonds have been paid, such amounts so collected shall relieve the Company from its obligation be paid to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recaptured BenefitsCompany.

Remedies on Default. (a) Whenever any Event of If a Lease Default shall have occurred occurs and be is continuing, the Agency Issuer (or the Trustee or Bank, as provided in Section 5.01) may take, to the extent permitted by law, exercise any one or more of the following remedial stepsremedies: (i1) declare, by written notice to declare all installments of Basic Rental Payments for the Company, remainder of the term of this Lease Agreement to be immediately due and payablepayable in an amount not to exceed the principal amount of all Outstanding Bonds, whereupon plus the redemption premium (if any) payable with respect thereto, plus the interest accrued thereon to the date of such declaration; (2) reenter the Project, without terminating this Lease Agreement, and, upon 10 days’ prior written notice to the Lessee, relet the Project or any part thereof for the account of the Lessee, for such term (including a term extending beyond the term of this Lease Agreement) and at such rentals and upon such other terms and conditions, including the right to make alterations to the Project or any part thereof, as the Issuer may deem advisable, and such reentry and reletting of the Project shall not be construed as an election to terminate this Lease Agreement nor relieve the Lessee of its obligations to make payments required by this Lease Agreement and to perform and observe any of its other agreements and covenants under this Lease Agreement, all of which shall survive such reentry and reletting, and the Lessee shall continue to make all payments required by this Lease Agreement until the end of the term of this Lease Agreement, less the net proceeds, if any, of any reletting of the Project after deducting all of the Issuer’s expenses in connection with such reletting, including, without limitation, all repossession costs, brokers’ commissions, attorneys’ fees, alteration costs and expenses of preparation for reletting; (3) terminate this Lease Agreement, exclude the Lessee from possession of the Project and, if the Issuer elects so to do, lease the same shall become immediately due and payable: (A) for the account of the Issuer, holding the Lessee liable for all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice up to the Company or the taking date of any other action by the Agency;such termination; and (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii4) take any other action at law or in equity which whatever legal proceedings may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreement. (b) No action taken pursuant Agreement then due, whether by declaration or otherwise, or to this Section 10.2 (including termination enforce any obligation or covenant or agreement of the Lessee under this Lease Agreement) shall relieve the Company from its obligation to make all payments required Agreement or by Section 4.3 hereof or due and owing PILOT Payments or Recaptured Benefitslaw.

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

Remedies on Default. (a) Whenever any Event of Default shall have occurred and be continuing, the Agency may take, to the extent permitted by law, Upon any one or more events of default, Landlord may, at its option, at any time thereafter, give written notice to Tenant specifying the event or events of default and stating that this Lease and the term demised shall expire and terminate on the date specified in the notice, which shall be at least thirty (30) days after the giving of the following remedial stepsnotice. Upon the date specified in the notice, this Lease and the term demised and all rights of Tenant under this Lease shall expire and terminate. The expiration or termination of this Lease by Landlord shall not relieve Tenant of its liability and obligations under this Lease, which shall survive. (b) Upon termination of this Lease pursuant to this Section, Tenant shall quit and peacefully surrender the Premises and the Improvements to Landlord. Landlord, upon, or at any time after, the expiration or termination of this Lease, without additional notice and without prejudice to any other rights and remedies it shall have at law or in equity, may re-enter the Premises and Improvements, and remove from them Tenant, its agents, employees, servants, licensees, and subtenants and other persons, firms or corporations and all or any of its or their property, either by summary dispossess proceedings or by any suitable action or proceeding at law or in equity, or by force or otherwise, without being liable to indictment, prosecution or damages for such action, and may repossess and have, hold and enjoy the Premises and the Improvements. (c) Upon Landlord's termination of this Lease, re-entry of the Premises and Improvements or dispossession of the Tenant by summary proceedings or otherwise: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same The rent shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice and be paid up to the Company time of termination, re-entry, or the taking of any other action by the Agencydispossession; (ii) terminate Landlord at any time and from time to time may relet the Premises and Improvements or any part or parts thereof, either in the name of the Landlord or otherwise, for a term or terms which may, at Landlord's option, be less than or exceed the period which would otherwise have constituted the balance of the term of this Lease Agreement and the Company Leaseon such conditions, reconvey the Equipment to the Company including, without limitation, concessions of free rent and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense alterations of the Company Premises and Improvements, as Landlord in such event the Company waives delivery its sole discretion may determine, and acceptance of such lease termination documents Landlord may collect and the Company hereby appoints the Agency its true receive all rents and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; orincome from them; (iii) take Notwithstanding any other action at law present or in equity which may appear necessary future law, statute, or desirable judicial decision, Landlord shall not be responsible or liable for any failure or refusal to relet the Premises and Improvements or any part of them, or for any failure to collect any rent due upon any reletting of them; (iv) Whether or not the payments then due Premises or thereafter Improvements or any part of them shall have been relet, Tenant, until the end of what would have been the term of this Lease in the absence of expiration or termination, shall be liable to become due hereunderand shall pay Landlord, as and to enforce for liquidated and agreed current damages (the obligations"current damages") for Tenant's default, agreements and covenants the amount of the Company all rent (including prepaid base rent, which Landlord shall retain) which would have been payable under this Lease Agreementby Tenant if it were still in effect, less the net proceeds of any reletting pursuant to the provisions of this Section, after deducting all Landlord's expenses in the reletting, including, without limitation, all repossession costs, brokerage and management commissions, operating expenses, legal expenses, reasonable attorney's fees, alteration costs, and expenses of preparation for reletting; (v) Tenant shall pay the current damages to Landlord, and Landlord shall be entitled to recover them from Tenant, by separate action, actions or proceedings, at such time or times when rent would have been payable under this Lease if it were still in effect; and (vi) In lieu of collecting the current damages, Landlord, at its option, shall be entitled to retain, as and for liquidated and agreed final damages for Tenant's default, the full amount of prepaid base rent and such other rent as Landlord shall have collected from Tenant. (bd) No action taken pursuant Nothing in this Article shall limit or prejudice the right of Landlord to prove and obtain as liquidated damages an amount equal to the maximum allowed by any statute or rule of law in effect at the time those damages are to be proved, whether or not that amount is greater, equal to, or less than the amount provided by this Article. Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recaptured Benefits26.03.

Remedies on Default. (a) Whenever any Event of Default shall have occurred happened and be continuingsubsisting, the Agency Issuer, or the Trustee as provided in the Indenture, may take, to the extent permitted by law, take any one or more of the following remedial steps: (ia) declarewith the prior written consent of the owners of a majority in principal amount of the Bonds outstanding, by written notice to declare all installments of rent payable under Section 5.3 hereof for the Company, remainder of the Lease Term to be immediately due and payable, whereupon the same shall become immediately due and payable: . If the Issuer or the Trustee elects to exercise the remedy afforded in this Section 10.2(a) and accelerates all rents payable under Section 5.3 hereof for the remainder of the Lease Term, the amount then due and payable as accelerated rents shall be the sum of (A1) the aggregate principal amount of the outstanding Bonds, and (2) all unpaid installments interest on the Bonds accruing to the date of rent payable pursuant to Section 4.3(a) and maturity by declaration; (b) hereofwith the prior written consent of the owners of a majority in principal amount of the Bonds outstanding, (B) all unpaid re-enter and past due PILOT Payments, (C) all due take possession of the Project without terminating this Lease and owing Recaptured Benefitswithout any liability to the Lessee for such entry and repossession, and sublease the Project for the account of the Lessee, holding the Lessee liable for the difference in the rents and other amounts payable by such sublessee in such subleasing and the rents and other amounts payable by the Lessee hereunder; (Dc) all other payments due under this Lease Agreementwith the prior written consent of the owners of a majority in principal amount of the Bonds outstanding, terminate the Lease; (provided, however, that if an Event upon such termination, the options of Default specified in the Lessee to purchase the Project pursuant to the provisions of Article XI hereof and the obligations of the Lessee to make the rental payments pursuant to Section 10.1(a)(vii) 5.3 hereof and purchase the Project pursuant to Section 12.1 hereof contained therein shall have occurred survive such termination), exclude the Lessee from possession of the Project and be continuinguse its best efforts to lease the Project to another for the account of the Lessee, such installments of holding the Lessee liable for all rent and other payments due under this Lease Agreement shall become immediately due and payable without notice up to the Company or the taking effective date of any other action by the Agencysuch leasing; (iid) terminate this Lease Agreement with the prior written consent of the owners of a majority in principal amount of the Bonds outstanding, require accounting books and records of the Company Lease, reconvey the Equipment Lessee pertaining exclusively to the Company and terminate Project only for an Event of Default under Section 10.1(a); (e) with the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense prior written consent of the Company and owners of a majority in such event principal amount of the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest)Bonds outstanding, with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) take any other whatever action at law or in equity which may appear necessary or desirable to collect the payments rents then due due, or thereafter to become due enforce performance and observance of any obligation, agreement or covenant of the Lessee under this Lease; and (f) with the prior written consent of the owners of a majority in principal amount of the Bonds outstanding, exercise any remedies provided for in the Indenture, or in the Uniform Commercial Code of the State of Georgia. Any amounts collected with respect to rent pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture and after Payment in Full of the Bonds and the payment of any costs occasioned by an Event of Default hereunder, any excess moneys in the Bond Fund shall be returned to the Lessee as an overpayment of rent. Any enforcement of recovery under this Section shall be limited from and to enforce against the obligationsLessee only and no claim or recovery may be made against any member, agreements and covenants partner, officer, director or other beneficial owner of the Company under this Lease AgreementLessee. (b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recaptured Benefits.

Remedies on Default. (a) Whenever any Event of Default shall exists, Lessor will have occurred and be continuingthe right, the Agency may takeat its sole option without any further demand or notice, to the extent permitted by law, any take one or more any combination of the following remedial steps: (ia) declare, by By written notice to Xxxxxx, Lessor may declare all principal portions of Rental Payments and other amounts payable by Lessee hereunder to the Company, end of the Lease Term and interest portions of Rental Payments accrued to the actual payment date to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and due; (b) hereofWith or without terminating this Agreement, (B) Lessor may enter the premises where the Equipment is located and retake possession of the Equipment or require Lessee at Lessee’s expense to promptly return any or all unpaid and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company possession of Lessor at a place specified by Lessor, and terminate sell or lease the Sales Tax Exemption authorization. The Agency shall have Equipment or, for the right to execute appropriate lease termination documents with respect account of Lessee, sublease the Equipment, holding Lessee liable for the difference between (i) the Rental Payments and other amounts payable by Lessee hereunder to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense end of the Company Lease Term, and (ii) the net proceeds of any such sale, lease or sublease (after deducting all expenses of Lessor in such event exercising its remedies under this Agreement, including without limitation, all expenses of taking possession, storing, reconditioning and selling or leasing the Company waives delivery Equipment and acceptance of such lease termination documents all brokerage, auctioneers’ and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interestattorneys’ fees), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; orand (iiic) Lessor may take any whatever other action at law or in equity which may appear necessary or desirable to collect enforce its rights under this Agreement. In addition, Xxxxxx will remain liable for all covenants under this Agreement and for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants enforcement of any of the Company remedies listed above or any other remedy available to Lessor. Xxxxxx and Xxxxxx agree that there is no intention to create under this Lease Agreement. (b) No action taken pursuant Agreement a right of Lessor to this Section 10.2 (including termination dispossess Lessee involuntarily of the Lease Agreement) shall relieve legal title to or the Company from its obligation right of use of the Equipment. Lessor hereby irrevocably waives any right to make all payments required by Section 4.3 hereof or due specific performance of Xxxxxx’s covenant to transfer legal title and owing PILOT Payments or Recaptured Benefitsreturn of possession of the Equipment to Lessor.

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

Remedies on Default. (a) Whenever any Event of Default referred to in Section 10.1 hereof shall have occurred happened and be continuingsubsisting, the Agency may takeIssuer, or the Holder as assignee of the Issuer, to the extent permitted by law, may take any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iiia) take any other whatever action at law or in equity which or under the terms of this 2008 Lease may appear necessary or desirable to collect the payments rents and other amounts payable by the Company hereunder then due or thereafter to become due hereunderdue, and or to enforce the obligationsperformance and observance of any obligation, agreements and covenants agreement, or covenant of the Company under this Lease Agreement.2008 Lease; or (b) No action taken terminate, subject to the respective provisions concerning the priority and subordination of the Company’s option to purchase the Project that are set forth in the Option Agreement, this 2008 Lease and recover, as and for liquidated and agreed final damages for the Company’s default, all amounts that have theretofore become due plus an amount equal to all unpaid installments of Basic Rent, and if any statute or rule of law shall validly limit the amount of such liquidated final damages to less than the amount agreed upon, the Issuer shall be entitled to the maximum amount allowable under such statute or rule of law; no termination of this 2008 Lease pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation obligations pursuant to make all payments required by Section 4.3 hereof 8.4 hereof. (c) any amounts of Basic Rent collected pursuant to action taken under this Section shall be applied in payment of the then-Outstanding Bond. Any amounts collected as Additional Rent shall be paid to the Person or Persons to whom such Additional Rent is due and owing PILOT Payments hereunder. (d) Notwithstanding that this 2008 Lease (except for Unassigned Rights) is to be assigned to the Holder, the Issuer shall be entitled to enforce this 2008 Lease if any Event of Default relates to such Unassigned Rights or Recaptured Benefitsexposes the Issuer, its assets (other than the Pledged Security) or its members, officers, employees or agents to any liability. The Holder shall be entitled to enforce the provisions hereof that affect its interests hereunder. Notwithstanding the foregoing and notwithstanding any statutory, decisional, or other law to the contrary, in no event shall the Issuer have any right to terminate this 2008 Lease, to enter upon or otherwise to obtain possession of the Project, by reason of the occurrence of any Event of Default by the Company hereunder without the prior written consent of the Holder.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.1 hereof shall have occurred and be continuing, the Agency may take, to the extent permitted by law, take any one or more of the following remedial steps: (ia) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) The Agency may terminate this Lease Agreement and the Company LeaseLease and any Sales Tax Agent Authorization Letter (with the effect that the term of this Agreement shall be deemed to have expired on such date of termination as if such date were the original expiration date of this Agreement) in which case this Agreement and all of the estate, reconvey right, title and interest herein granted or vested in the Equipment Lessee shall cease and terminate, and upon any such termination and provided that any amounts due to the Company and terminate Agency under Section 4.3 or 8.5 hereof have been paid or the Sales Tax Exemption authorization. The Agency waives such payment in its sole discretion, the Agency shall have convey all of the right to execute appropriate lease termination documents with respect Agency’s right, title and interest in the Facility to the Facility Lessee, which the Agency may accomplish by executing and to place the same on record in the Suffolk County Clerk’s officerecording, at the sole cost and expense of the Company Lessee, a bargain and in such event sale deed without covenants against grantors acts therefor as required by law, a xxxx of sale, and the Company Lessee hereby waives delivery and acceptance of such lease termination documents deed and the Company hereby xxxx of sale as a condition to its validity, and appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), ) with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documentsdeed; (b) The Agency may bring an action for actual damages of the Agency, injunction or specific performance; (c) The Agency may suspend or terminate its authorization hereunder and pursuant to any Sales Tax Agent Authorization Letter with respect to the Sales Tax Exemption; or (iiid) The Agency may require the Lessee to make payments in lieu of real estate taxes under Section 4.3 hereof with respect to the Facility Realty in an amount equal to that amount which the Lessee would otherwise be required to pay if the Agency did not have a leasehold interest in the Facility Realty; or (e) The Agency may take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments Rental Payments then due due, or thereafter to become due hereunder, and to enforce the performance or observance of any obligations, agreements and or covenants of the Company Lessee under this Lease Agreement. (b) . No action taken pursuant to this Section 10.2 7.2 (including termination of the Lease Agreementthis Agreement pursuant to this Section 7.2 or by operation of law or otherwise) shall shall, except as expressly provided herein, relieve the Company Lessee from its obligation the Lessee’s obligations hereunder, including without limitation, the obligations of the Lessee under Sections 4.3 (until such time as the Agency shall cease to make have a leasehold estate in the Facility and by reason thereof, the Lessee shall again pay full taxes with respect to the Facility Realty), 6.2, 6.3, 8.5, 9.13 and 9.15 hereof, all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recaptured Benefitsof which shall survive any such action.

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

Remedies on Default. (a) Whenever any Event event of Default default referred to in Section 9.l hereof shall have occurred happened and be continuing, the Agency Issuer may take, to the extent permitted by law, take any one or more of the following remedial steps: (ia) declare, by By written notice to Company, Issuer may declare an amount equal to the Companyprincipal and accrued interest on the 2000 Series A Bonds then Outstanding, as defined in the Indenture, to be immediately due and payablepayable under this Agreement, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and . (b) hereofIssuer may have access to and inspect, (B) examine and make copies of the books and records and any and all unpaid accounts, data and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent income tax and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking tax returns of any other action by the Agency;Company. (iic) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or (iii) Issuer may take any other whatever action at law or in equity which may appear necessary or desirable to collect the payments amounts then due or and thereafter to become due hereunderdue, or to enforce performance and observance of any obligation, agreement or covenant of Company under this Agreement. In case there shall be pending a proceeding of the nature described in Section 9.1(c) or (d) above, Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of Trustee allowed in such judicial proceedings relative to Company, its creditors or its property, and to enforce collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the obligationssame after the deduction of its charges and expenses; and any custodian (including, agreements without limitation a receiver, trustee or liquidator) of Company appointed in connection with such proceedings is hereby authorized to make such payments to Trustee, and covenants to pay to Trustee any amount due it for compensation and expenses, including reasonable counsel fees and expenses incurred by it up to the date of such distribution. Any amounts collected pursuant to action taken under this Section 9.2 (other than the compensation and expenses referred to in the immediately prior sentence) shall be paid into the Bond Fund and applied in accordance with the provisions of the Company under this Lease Agreement. Indenture or, if the 2000 Series A Bonds have been fully paid (b) No action taken pursuant to this Section 10.2 (including termination or provision for payment thereof has been made in accordance with the provisions of the Lease AgreementIndenture) and all reasonable and necessary fees and expenses of Trustee and any paying agents accrued and to accrue through final payment of the 2000 Series A Bonds, and all other liabilities of Company accrued and to accrue hereunder or under the Indenture through final payment of the 2000 Series A Bonds have been paid, such amounts so collected shall relieve the Company from its obligation be paid to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recaptured BenefitsCompany.

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

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

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

Remedies on Default. (a) Whenever any Event Upon the occurrence of Default shall have occurred and be continuing, the Agency may take, to the extent permitted by law, any one or more of the following remedial steps: (i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified and at any time during the continuance thereof: 19(a) The Agent may exercise and enforce any and all rights and remedies available upon default to a secured party under Article 9 of the Uniform Commercial Code as in Section 10.1(a)(viieffect in the State of Delaware. 19(b) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency Agent shall have the right to execute enter upon and into and take possession of all or such part or parts of the properties of the Grantor, including lands, plants, buildings, Equipment, Inventory and other property as may be necessary or appropriate lease termination documents with respect in the judgment of the Agent to permit or enable the Agent to manufacture, produce, process, store or sell or complete the manufacture, production, processing, storing or sale of all or any part of the Collateral, as the Agent may elect, and to use and operate said properties for said purposes and for such length of time as the Agent may deem necessary or appropriate for said purposes without the payment of any compensation to the Facility Grantor therefor. The Agent may require the Grantor to, and the Grantor hereby agrees that it will, at its expense and upon request of the Agent forthwith, assemble all or part of the Collateral as directed by the Agent and make it available to the Agent at a place or places to be designated by the same Agent. 19(c) Any disposition of Collateral may be in one or more parcels at public or private sale, at any of the Agent’s offices or elsewhere, for cash, on record credit, or for future delivery, and upon such other terms as the Agent may reasonably believe are commercially reasonable. The Agent shall not be obligated to dispose of Collateral regardless of notice of sale having been given, and the Agent may adjourn any public or private sale from time to time by announcement made at the time and place fixed therefor, and such disposition may, without further notice, be made at the time and place to which it was so adjourned. 19(d) The Agent is hereby granted a license or other right to use, without charge, all of the Grantor’s property, including, without limitation, all of the Grantor’s labels, trademarks, copyrights, patents and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral, and the Grantor’s rights under all licenses and all franchise agreements shall inure to the Agent’s benefit. 19(e) If notice to the Grantor of any intended disposition of Collateral or any other intended action is required by law in a particular instance, such notice shall be deemed commercially reasonable if given in the Suffolk County Clerk’s officemanner specified for the giving of notice in Section 24 hereof at least ten calendar days prior to the date of intended disposition or other action, at and the sole cost Agent may exercise or enforce any and expense all other rights or remedies available by law or agreement against the Collateral, against the Grantor, or against any other Person or property. The Agent (i) may dispose of the Company Collateral in its then present condition or following such preparation and in such event processing as the Company waives delivery and acceptance Agent deems commercially reasonable, (ii) shall have no duty to prepare or process the Collateral prior to sale, (iii) may disclaim warranties of such lease termination documents title, possession, quiet enjoyment and the Company hereby appoints like, and (iv) may comply with any applicable state or federal law requirements in connection with a disposition of the Agency its true Collateral and lawful agent and attorney-in-fact (which appointment none of the foregoing actions shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish adversely affect the recording of such lease termination documents; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants commercial reasonableness of the Company under this Lease Agreement. (b) No action taken pursuant to this Section 10.2 (including termination disposition of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recaptured BenefitsCollateral.

Remedies on Default. (a) Whenever any The Issuer may pursue the following remedies whenever there exists an Event of Default shall have occurred and be continuing, the Agency may take, to the extent permitted by law, any one or more of the following remedial stepsDefault: (i) declareThe Issuer may declare all Loan Payments and the Note to be immediately due and payable; (ii) The Issuer may have access to, by written notice inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the CompanyProject; and (iii) The Issuer may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement or the Note or to enforce the performance and observance of any other obligation or agreement of the Borrower under those instruments. Amounts collected by the Issuer pursuant to this paragraph shall be applied first to redeem the Bonds pursuant to Section 6.2(b) hereof or, if payment of the Bonds has been accelerated, pursuant to Section 7.03 of the Indenture. Any amounts collected in excess of the amount necessary to either redeem or accelerate the payment of the Bonds shall be retained by the Issuer. (b) The Trustee may pursue the following remedies: (i) If there is an Event of Default pursuant to Section 7.01(a) or (b) of the Indenture, or an acceleration in the payment of the Bonds pursuant to an Event of Default under Section 7.01(c) of the Indenture, the Trustee shall declare all Loan Payments and the Note to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) may pursue all unpaid installments of rent payable pursuant remedies now or hereafter existing at law or in equity to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, collect such installments of rent and other payments due under this Lease Agreement shall become immediately amounts then due and payable without notice to under this Agreement and the Company or the taking of any other action by the AgencyNote; (ii) terminate If the Borrower commits an Event of Default under Section 7.1(a) hereof, the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Lease Agreement and or the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility Note and to place enforce the same on record in the Suffolk County Clerk’s office, at the sole cost performance and expense observance of any other obligation or agreement of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documentsBorrower under those instruments; or (iii) take any other action at law or in equity which may appear necessary or desirable to collect If the payments then due or thereafter to become due hereunderBorrower commits an Event of Default under Section 7.1(a) hereof, the Trustee will be granted access to, inspect, examine and to enforce the obligations, agreements and covenants make copies of the Company under books, records, accounts and financial data of the Borrower pertaining to the Project. Subject to the rights of the Trustee to receive the payment of its costs and expenses incurred in connection with an acceleration in the payment of the Bonds, any amounts collected by the Trustee pursuant to this Lease Agreementparagraph shall be applied first to the payment of the Bonds. Any amounts collected by the Trustee in excess of the amount necessary to pay the Bonds shall be paid to the Issuer. (bc) No action taken pursuant Notwithstanding the foregoing, the Issuer and the Trustee shall not be obligated to take any step which in their opinion will or might cause them to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer and the Trustee at no cost or expense to the Issuer or the Trustee. The provisions of this Section 10.2 (including termination section are subject to the further limitation that the rescission by the Trustee of its declaration that all of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by Section 4.3 hereof or Bonds are immediately due and owing PILOT payable also shall constitute an annulment of any corresponding declaration made relating to the Loan Payments and the Note and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or Recaptured Benefitsrescission shall extend to or affect any subsequent or other default or impair any right consequent thereon.

Remedies on Default. (1) Upon the occurrence and during the continuation of an Event of Default specified in Paragraphs (3) or (4) of Section 7.1, the total unpaid amount of the rent required to be paid pursuant to Section 3.3 shall be immediately due and payable without any notice or demand of any kind. (2) Upon the occurrence and during the continuation of an Event of Default, the Bondholder, or the Agency with the prior written consent of the Bondholder, may: (a) Whenever any Event of Default shall have occurred and be continuing, declare the Agency may take, to the extent permitted by law, any one or more total unpaid principal amount of the following remedial steps: (i) declare, by written notice rent required to be paid under Section 3.3 during the Company, remainder of the term of this Lease Agreement to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable pursuant to Section 4.3(a) and ; and (b) hereof(i) re-enter and take possession of the Facility without terminating this Lease Agreement, or (Bii) terminate the lease term and all unpaid and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (D) all other payments due rights of the Lessee under this Lease Agreement; provided, howeverand exclude the Lessee from possession of the Facility, that holding the Lessee liable for the amount, if an Event any, by which the aggregate of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent the rents and other payments due amounts payable by the Lessee under this Lease Agreement exceeds the aggregate of the rents and other amounts received under the new lease. (3) Upon the exercise of its rights under subparagraph (2)(b) of this section, the Agency or the Bondholder may sublet the Facility or any part of it, for the account of the Lessee, for such rental terms, to such Persons and for such period or periods as it may determine. The Agency and the Bondholder shall become immediately due and payable without notice not be required to do any act or exercise any diligence to mitigate the damages to the Company Lessee. The Lessee shall be liable for the amount by which the aggregate of the rents payable by the Lessee under Section 3.3, together with the expenses of subleasing and collection, exceed the aggregate of the rents and other amounts received from such subletting. Any excess rentals from such subletting shall be credited to any rental due or to become due by the taking Lessee. (4) Upon the occurrence of and during the continuation of any other action by Event of Default, the AgencyBondholder may: (a) exercise all or any of the rights and remedies of a secured party under the New York Uniform Commercial Code; (iib) terminate this Lease take any action permitted under the Mortgage Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to any Event of Default under the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documentsMortgage Agreement; orand (iiic) take any other whatever action at law or in equity which as may appear necessary or desirable to collect the payments rent then due or and thereafter to become due hereunderdue, and or to enforce the obligations, agreements and covenants performance or observance of any obligations of the Company Lessee under this Lease Agreement. (5) In addition to any other rights or remedies granted by this section to the Agency, the Agency may enforce any of the Agency's Reserved Rights without the consent of the Bondholder. The Agency may enforce any such rights, without the consent of the Bondholder, by an action for damages, injunction or specific performance, or by exercising a right of re-entry or termination of the Lease Agreement as provided in Paragraphs (2)(b) and (3) of this section, or a right of reconveyance under Paragraph (6) of this section, or by any other appropriate remedies accorded lessors generally by law. (6) The Agency, upon declaring an Event of Default under the Agency's Reserved Rights and upon five (5) Business Days prior written notice to the Bondholder, may convey the Facility to the Lessee, subject to the lien of the Mortgage Agreement, and the Lessee hereby unconditionally agrees to accept such conveyance as follows: (a) Such conveyance shall be by quit-claim deed and/or bill of sale (with no express or implied warranties by the Agency) and shall not constitute a merger of the fee and leasehold interests. (b) No The Lessee hereby designates the Agency as its attorney-in- fact for the purpose of causing a deed of such conveyance, together with any other documents in connection therewith, to be recorded, and to take such other and further actions reasonably necessary to complete the conveyance of the Facility to the Lessee. (7) Any sums payable to the Agency or the Bondholder as a consequence of any action taken pursuant to this Section 10.2 (including termination of shall be paid to the Agency or to the Bondholder and applied as provided in the Mortgage Agreement or this Lease Agreement) shall , or both, with respect to the particular right being enforced. (8) No action taken under this Section 7.2 shall, except as expressly provided herein, relieve the Company Lessee from its obligation to make obligations under this Lease Agreement, all payments required by Section 4.3 hereof or due and owing PILOT Payments or Recaptured Benefitsof which shall survive such action.

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

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

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

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

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

Remedies on Default. (a) Whenever This Lease and the term thereof are subject to limitation that if at any Event of Default shall have occurred and be continuing, the Agency may take, to the extent permitted by law, time during such term any one or more of the following remedial stepsevents (herein called an "Event of Default") shall occur: (ia) declare, by written notice to If Tenant makes an assignment for the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all unpaid installments benefit of rent payable pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that if an Event of Default specified in Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of rent and other payments due under this Lease Agreement shall become immediately due and payable without notice to the Company or the taking of any other action by the Agency; (ii) terminate this Lease Agreement and the Company Lease, reconvey the Equipment to the Company and terminate the Sales Tax Exemption authorization. The Agency shall have the right to execute appropriate lease termination documents with respect to the Facility and to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Company and in such event the Company waives delivery and acceptance of such lease termination documents and the Company hereby appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documentscreditors; or (iiib) take If a decree or other order by a court having jurisdiction shall have been entered adjucating the Tenant a bankrupt or insolvent, or approving a properly filed petition seeking, under the Federal Bankruptcy Laws or any other action at law similar applicable Federal or in equity which may appear necessary State Law, the reorganization of Tenant or desirable to collect the payments then due composition, extension or thereafter to become due hereunderarrangement of the liabilities of Tenant, and to enforce such decree or order continues undischarged for thirty days; or if a decree or order by the obligations, agreements court for the appointment of a receiver or trustee or assignee in bankruptcy or insolvency of Tenant or of substantially all of Its properties shall have been entered and covenants such decree or other order shall have remained in force undischarged for ninety days; or (c) If Tenant institutes proceedings for a decree or order of the Company under this Lease Agreement. kind mentioned in subsection (b) No action taken or files a consent to any such decree mentioned in subsection (b); or if Tenant admits in writing to Its inability to pay Its debts as they become due; or (d) If Tenant assigns, mortgages or encumbers this Lease, except with the prior written consent of the Landlord, or sublets the whole or any portion thereof, except as permitted pursuant to the provisions of this Section 10.2 Lease, or if this Lease shall be transferred or pass to any person, firm or corporation by operation of law; (including e) If Tenant fails to pay any installment of rent by the fifteenth day after receipt of written notice from the Landlord; or (f) If Tenant fails to Pay any other sum required to be paid by Tenant hereunder and such failure shall continue for the period of five days after receipt of notice from the Landlord; or (g) If Tenant fails to perform or observe any other requirements of this Lease not hereinbefore in this section specifically referred to and such failure continues for forty five days after receipt of notice thereof from Landlord and if Tenant fails to commence the performance or observance of such other requirement within said forty five days and to diligently proceed therewith; then, upon the happening of any one or more of such Events of Default, Landlord, at its election, without demand or notice and without declaring said term ended, if it so elects, may re-enter the Leased Premises, either with or without occupying the same again and may repossess and enjoy the Leased Premises, without the termination of said term (if Landlord elects not to terminate the same) or such reentry working a forfeiture of the rents to be paid by Tenant or the agreements to be performed by Tenant during the balance of the term of this Lease. The commencement of a proceeding or suit in forcible entry and detainer, or in ejectment, or other action of recovery of possession of the Leased Premises after default by Tenant, Landlord shall relet the Leased Premises at the highest rental reasonably obtainable, the Tenant shall remain liable for and pay to the Landlord for the remainder of the term of this Lease, upon each rent day specified for the payment of the monthly installments of the fixed annual rent, the difference between the rent collected by Landlord for reletting the Leased Premises, after deducting therefrom expenses of preparing Leased Premises for renting, brokerage commissions and legal fees in connection therewith, and the fixed annual rent hereinabove reserved for the balance of the term of this Lease Agreement) shall relieve or at the Company from its obligation to make option of the Landlord the rent due for the remainder of the term together with all payments required expenses and commissions incurred by Section 4.3 hereof or due and owing PILOT Payments or Recaptured BenefitsLandlord.

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